Rules 16 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rules 16 to 18 deal with the paper trail of a director's tenure: the resigning director's copy of resignation in Form DIR-11, the company's register of directors and key managerial personnel (KMP), and the return of appointment and changes in Form DIR-12. This article is as amended up to G.S.R. 943(E) dated 31 December 2025 per the MCA e-book. Later amendments should be checked before you rely on it. For resignations, see our resignation of director service.
A resigning director may, within thirty days of the date of resignation, forward a copy with reasons to the Registrar in Form DIR-11. Every company keeps at its registered office a register of directors and KMP with the particulars in rule 17, plus the securities each holds in the company, its holding, subsidiaries and associates. A return of appointment or change is filed in Form DIR-12 within thirty days. The company's own notice of resignation under rule 15 has a separate post.
Rule 15 in a line
Rule 15, the notice of resignation of a director to the company, has its own article: see resignation procedure under rule 15, DIR-11 and DIR-12.
Rule 16: the director's copy of resignation, DIR-11
Where a director resigns, he may, within thirty days from the date of resignation, forward to the Registrar a copy of his resignation along with the reasons in Form DIR-11, with the fee provided in the Companies (Registration Offices and Fees) Rules, 2014; see our article on fees under those rules. The word "may" was substituted for "shall" in 2018, and the rule is read as printed.
A proviso (2015) covers foreign directors: where the company has already filed Form DIR-12 under rule 15, a foreign director resigning may authorise in writing a practising chartered accountant, cost accountant in practice, company secretary in practice or any other resident director of the company to sign DIR-11 and file it on his behalf, giving the reasons for the resignation. Our posts on section 168 and the DIR-11 and DIR-12 process cover the Act and the practice.
Rule 17: the register of directors and KMP
Rule 17(1): where it is kept and what it holds
Every company shall keep at its registered office a register of its directors and KMP containing:
| Clause | Particular |
|---|---|
| (a) | Director Identification Number (optional for KMP) |
| (b) | Present name and surname in full |
| (c) | Any former name or surname in full |
| (d) | Father's name, mother's name and spouse's name (if married) and surnames in full |
| (e) | Date of birth |
| (f) | Residential address (present as well as permanent) |
| (g) | Nationality (including the nationality of origin, if different) |
| (h) | Occupation |
| (i) | Date of the Board resolution in which the appointment was made |
| (j) | Date of appointment and re-appointment in the company |
| (k) | Date of cessation of office and reasons for it |
| (l) | Office of director or KMP held or relinquished in any other body corporate |
| (m) | Membership number of the Institute of Company Secretaries of India in case of a Company Secretary, if applicable |
| (n) | Permanent Account Number (mandatory for KMP not having a DIN) |
Rule 17(2): securities held
In addition, the register must carry the details of securities held by the directors or KMP in the company, its holding company, subsidiaries, subsidiaries of the company's holding company and associate companies, covering: (a) number, description and nominal value; (b) date of acquisition and price or consideration paid; (c) date of disposal and price or consideration received; (d) cumulative balance and number held after each transaction; (e) mode of acquisition; (f) mode of holding, physical or dematerialised; and (g) whether the securities have been pledged or any encumbrance created.
The Act-side requirement is in section 170 of the Companies Act, 2013.
Rule 18: the DIR-12 return
A return containing the particulars of appointment of a director or KMP and changes therein must be filed with the Registrar in Form DIR-12, with such fee as may be provided in the Registration Offices and Fees Rules, within thirty days of the appointment or change, as the case may be.
The Annexure: forms
The Annexure to the rules lists the forms used across the rules: DIR-2, DIR-3, DIR-3 KYC, DIR-3 KYC-WEB, DIR-5, DIR-6, DIR-8, DIR-9, DIR-10, DIR-11 and DIR-12. DIR-1, DIR-4 and DIR-7 are shown as omitted. Forms DIR-3, DIR-6 and DIR-12 were substituted in 2018, and DIR-3 KYC in 2018 as well; the Annexure lists them by number and does not reproduce the form text in the consolidated version.
Deadlines in one table
| Item | Who | Printed period |
|---|---|---|
| DIR-11 copy of resignation | Resigning director ("may") | Thirty days from the date of resignation |
| DIR-12 return | Company | Thirty days of the appointment or change |
| Register at registered office | Company | Kept at the registered office with the rule 17 particulars |
A worked example
Pinnacle Textiles Limited appoints Ms. Gauri Shah as director on the strength of a Board resolution. The company enters her particulars in the register: DIN, names, date of birth, addresses, nationality, occupation, the Board resolution date, appointment date and her other offices, and records the securities she holds in the company and its group companies with each transaction. It files DIR-12 within thirty days of the appointment. Eight months later, she resigns. She forwards a copy of her resignation with reasons in DIR-11 within thirty days, and the company records the date of cessation and the reasons in the register and files the DIR-12 return for the change within thirty days.
Need help with resignations and returns?
Registers that omit the securities columns, and DIR-12 filings that slip past thirty days, are common findings in compliance reviews. Our resignation of director team can update your register, file DIR-11 and DIR-12 and prepare the Board record. See also our article on DIR-8 and DIR-9.
Key takeaways
- DIR-11 is forwarded by a resigning director, within thirty days of resignation, with reasons.
- A foreign director may authorise a professional or resident director to sign and file DIR-11.
- The register is kept at the registered office and holds fourteen particulars plus securities held in the group.
- Securities details include acquisition, disposal, balance, mode of holding and pledges.
- DIR-12 is filed within thirty days of an appointment or a change.
Read next
- Resignation procedure under rule 15: DIR-11 and DIR-12
- Rules 13 and 14: candidature, DIR-8 and DIR-9
- Rules 8, 8A and 10: KMP and the company secretary
- How a director can resign: DIR-11 and DIR-12
Disclaimer: Based on the Companies Act, 2013 rules (and the Companies (Auditor's Report) Order, 2020) named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.