Change in Directors — Appointment & Resignation
Every change in directors, whether an appointment, a resignation, a removal or a new designation, must be reported to the Registrar of Companies in Form DIR-12 within 30 days. We prepare the board resolution and consent forms, and file on the MCA V3 portal.
What it is
A change in directors is any change to the people on your company’s board. Someone joins. Someone resigns or is removed. Or an existing director’s designation changes, say when an additional director is regularised or a director becomes managing director. Each change goes into the register of directors and is reported to the Registrar of Companies (ROC).
The law sits in the Companies Act, 2013: Sections 152 and 161 for appointment, Section 168 for resignation and Section 169 for removal. The return is Form DIR-12, filed on the MCA V3 portal within 30 days under Section 170(2) read with the Companies (Appointment and Qualification of Directors) Rules, 2014.
Who it applies to
You are adding someone to the board
Any private company, public company or One Person Company that brings in a new director, or whose board appoints an additional director between two AGMs.
A director is stepping down
The director gives notice; the company reports it. DIR-12 is the company’s job. DIR-11 is the director’s own, and optional.
A designation is changing
An additional director being regularised at the AGM, or a director becoming managing director or whole-time director. These go on DIR-12 too.
Why it matters
Keeps your MCA record true
Banks and lenders check your company’s master data on the MCA portal. If it still lists a director who left two years ago, expect questions before anything moves.
Protects the director who left
Until DIR-12 is filed, the person who resigned still appears on the board. Section 168(2) keeps a director liable for offences during their tenure, so a clear cessation date on record protects them.
Lets the new director sign
In practice, a new director can sign the company’s MCA e-forms with their DSC only once the appointment shows in the company’s master data.
Documents required
To appoint a director
- DIR-2: consent to act as director (Section 152(5))
- DIR-8: declaration that the person is not disqualified (Section 164)
- MBP-1: disclosure of interest in other companies and firms
- PAN, identity proof and address proof
- DIN, or a DIR-3 application if the person has none
To record a resignation
- Signed resignation letter (notice under Section 168)
- Proof of the date the company received it
- Board resolution taking note of the resignation
From the company
- Certified true copy of the board resolution
- Valid digital signature certificate (DSC) of an authorised director
- Shareholder resolution, where the AGM regularises an additional director
Appointment vs resignation at a glance
| Appointment | Resignation | Removal | |
|---|---|---|---|
| Who acts | Board (additional director) or shareholders | The director, by written notice | Shareholders at a general meeting |
| Approval | Board resolution; ordinary resolution at the AGM to regularise | Board takes note | Special notice and ordinary resolution (Section 169) |
| Forms | DIR-12 with DIR-2, DIR-8, MBP-1 | DIR-12 by the company; DIR-11 optional for the director | DIR-12 |
| Deadline | 30 days from appointment | 30 days from the date the resignation takes effect | 30 days from the removal |
Here is the catch with resignations. Picture a Faridabad family company with just two directors, where one wants to retire. A private company needs at least two directors under Section 149(1), so the board should appoint the replacement at the same meeting that notes the resignation. Both changes then reach the ROC within the same 30 days.
Removal is the shareholders’ call. Section 169 needs a special notice under Section 115 from members holding at least 1% of the voting power, or shares with at least ₹5 lakh paid up, received at least 14 days before the meeting. The director gets a hearing, then members vote by ordinary resolution at a general meeting.
How it works
Check the DIN, KYC and eligibility
We confirm the incoming director’s DIN is active, their DIR-3 KYC is current and nothing in Section 164 disqualifies them. Say your son is joining the family business and has never held a DIN: we file DIR-3 first, and the appointment follows once the DIN is allotted.
Get the consents and declarations signed
We draft DIR-2, DIR-8 and MBP-1, or the resignation letter and its acknowledgement if someone is leaving.
Pass the board resolution
Before the board appoints the additional director or notes the resignation, we check the company keeps its minimum number of directors.
File DIR-12 on the MCA V3 portal
We attach the documents, get the form signed with a director’s DSC and pay the fee, well inside the 30 days.
Update the registers and plan the AGM
We update the register of directors and diarise regularisation alongside your annual ROC filings. If the outgoing director wants DIR-11 on record, we file that too.
Timelines
File DIR-12 within 30 days
Form DIR-12 must be filed with the ROC within 30 days of the appointment, cessation or resignation, or change in designation.
Regularise an additional director at the next AGM
An additional director holds office until the next AGM, or the last date by which it should have been held, whichever is earlier. If you make your new finance head an additional director in December, shareholders must regularise the appointment at that AGM, and DIR-12 is filed again within 30 days.
Renew DIR-3 KYC every three financial years
From 31 March 2026, directors file DIR-3 KYC once every three financial years, due by 30 June. Miss it and the DIN is deactivated; reactivation costs ₹5,000.
What happens if you file late
You pay 2× to 12× the fee
DIR-12 is not charged ₹100 a day like AOC-4 and MGT-7. The additional fee is a multiple of the normal fee: 2× up to 30 days late, 4× for 31–60 days, 6× for 61–90 days, 10× for 91–180 days and 12× beyond 180 days.
The ROC can levy a Section 172 penalty
₹50,000 on the company and every officer in default, plus ₹500 for each day the default continues, up to ₹3 lakh for the company and ₹1 lakh for each officer.
Your board stops matching MCA
The person who left still shows as a director, and the person who joined cannot sign the company’s e-forms. Bank mandates and annual filings get stuck in between.
Frequently asked questions
What is the time limit for filing DIR-12 after a change in directors?
The time limit is 30 days. Form DIR-12 must reach the ROC within 30 days of the appointment, resignation, removal or change in designation, counted from the date the change takes effect. Past the deadline, the form can still be filed with an additional fee of 2× to 12× the normal fee, depending on the delay. File right after the board meeting and the extra cost never arises.
Can someone without a DIN be appointed as a director?
No, a director must hold a Director Identification Number before the appointment. For an existing company, the person applies in Form DIR-3 on the MCA V3 portal before the appointment date. The government fee is ₹500. The form carries the applicant’s own DSC and the DSC of an authorised signatory of the company, usually an existing director. Once the DIN is allotted, the appointment and DIR-12 follow as usual.
How long can an additional director stay on the board?
Only until the next AGM, or the last date by which that AGM should have been held, whichever is earlier. The board can appoint an additional director under Section 161 if the articles allow it. To keep the person on, shareholders regularise the appointment by ordinary resolution at the AGM under Section 152. The company then files DIR-12 again within 30 days for the change in designation. Put it on the AGM agenda early and it is routine.
Does a resigning director have to file DIR-11?
No, DIR-11 is optional. Since 7 May 2018, when an amendment made by the Companies (Amendment) Act, 2017 took effect, Section 168(1) says the director may forward a copy of the resignation, with reasons, to the ROC within 30 days. The company’s DIR-12 is the mandatory filing. Many directors still file DIR-11 because it puts their own resignation date on the MCA record, independent of the company. Either way, DIR-11 does not change when the resignation takes effect.
When does a director’s resignation take effect?
On the date the company receives the notice, or the date mentioned in the notice, whichever is later, under Section 168(2). The 30-day window for DIR-12 runs from that effective date. The director stays liable for offences that occurred during their tenure even after leaving. In practice, a dated resignation letter and a written acknowledgement from the company make the effective date easy to prove later.
Can a director resign if it leaves the company with too few directors?
A director can resign, but the company must still keep the minimum under Section 149(1): two directors for a private company, three for a public company and one for an OPC. So appoint the replacement first, or at the same board meeting that notes the resignation. If every director resigns, Section 168(3) requires the promoter, or failing that the Central Government, to appoint directors. With the successor lined up in advance, the board never falls short.
What is the government fee for DIR-12?
It depends on authorised capital: ₹200 below ₹1 lakh, ₹300 for ₹1–5 lakh, ₹400 for ₹5–25 lakh, ₹500 for ₹25 lakh–₹1 crore, and ₹600 at ₹1 crore and above. A company without share capital pays ₹200. Late filing adds a multiple of this normal fee, from 2× to 12×. Filed on time, even the top slab costs only ₹600.
How is removing a director different from a resignation?
Removal is the shareholders’ decision; resignation is the director’s. Under Section 169, removal needs a special notice under Section 115 and an ordinary resolution at a general meeting, and the director must get a chance to be heard. An independent director in a second term can be removed only by special resolution. Afterwards the company files DIR-12 within 30 days, as it would for a resignation. We draft the notice and meeting papers for you.
What happens if we miss the 30-day deadline?
You can still file, with an additional fee and a possible penalty. The additional fee runs from 2× the normal fee for a delay of up to 30 days to 12× beyond 180 days. Section 172 also allows a penalty of ₹50,000 plus ₹500 a day, capped at ₹3 lakh for the company and ₹1 lakh per officer in default. File the moment you notice the gap and the damage stays small.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
The government fee for DIR-12 depends on your authorised capital:
| Authorised capital | DIR-12 normal fee |
|---|---|
| Below ₹1 lakh | ₹200 |
| ₹1 lakh to below ₹5 lakh | ₹300 |
| ₹5 lakh to below ₹25 lakh | ₹400 |
| ₹25 lakh to below ₹1 crore | ₹500 |
| ₹1 crore and above | ₹600 |
Filed late, this fee is multiplied 2× to 12× depending on the delay. A DIR-3 application for a new DIN costs ₹500.
Ready to begin?
Tell us who is joining or leaving and from which date, and we will have your DIR-12 filed inside the 30 days.