Every change in your company's board of directors — appointment, resignation, or removal — must be reported to the MCA within 30 days via Form DIR-12. Our CS team handles the complete process accurately and on time.
Every time a director joins, leaves, or changes designation in your company, the ROC must be formally informed within 30 days through Form DIR-12. This is not optional — it is the statutory mechanism that updates the MCA's master data for your company.
If a company fails to file DIR-12 for a resignation, the director remains on the MCA record as an active director — with all associated liabilities. If the company subsequently fails to file annual returns, that "phantom director" faces Section 164(2) disqualification — losing directorships across ALL companies for 5 years — for a company they thought they had left. A director's own DIR-11 filing does NOT remove them from company records — only the company's DIR-12 does that.
Adding a new director to the Board. Can be appointed by Board (as Additional Director) or by shareholders at AGM/EGM. New director must have DIN, DSC, and provide consent (DIR-2) and non-disqualification declaration (DIR-8) before appointment.
Director voluntarily resigns by written notice to the company. Company must file DIR-12 within 30 days. Director may also file DIR-11 on their own (optional but recommended). Resignation is effective from date of notice or specified date — whichever is later.
Company removes a director before expiry of term by passing an Ordinary Resolution at EGM (Section 169). Director must be given opportunity to present their case. Special notice of 14 days required before proposing removal. DIR-12 filed after resolution is passed.
Filed by the Company within 30 days of every director appointment, resignation, removal, or designation change. Since July 14, 2025: mandatory MCA V3 portal only. Multiple events can be included in one DIR-12 if all fall within 30 days. Non-STP — manually processed by ROC.
Written consent given by the incoming director to the company before appointment. Confirms willingness to act as director. Must be attached to DIR-12 for all appointment events. Without DIR-2, appointment is not legally valid.
Declaration by the proposed director confirming they are not disqualified under Section 164. Must confirm no conviction for fraud, no Section 164(2) disqualification, no pending cases. Attached to DIR-12 for appointments.
Filed by the Director personally within 30 days of resignation. Optional for private company directors (not mandatory under 2022 amendment). However, strongly recommended — if company fails to file DIR-12, director's own DIR-11 shows their intent to resign on record.
For new directors who do not already have a DIN. Must be obtained before appointment. In many cases, DIN is obtained through the incorporation SPICe+ process. Standalone DIR-3 needed if director joins an existing company for the first time.
Every DIN holder must complete DIR-3 KYC annually by 30 September. Late filing = DIN deactivated + ₹5,000 penalty. Use DIR-3 KYC-Web if only email/mobile verification needed; full DIR-3 form if PAN, email, or mobile has changed.
Proposed director must have: (a) Valid DIN — if not, apply via DIR-3. (b) Class 3 DSC — required for signing forms. (c) Eligibility check — must not be disqualified under Section 164, must not already be director in 20 companies, not undischarged insolvent, not convicted for fraud.
New director provides: DIR-2 (written consent to act as director), DIR-8 (non-disqualification declaration), PAN and Aadhaar copy, address proof, and passport-size photo. These must be obtained before the Board Meeting.
Convene a Board Meeting (7 days' notice). Pass a Board Resolution appointing the new director as "Additional Director" under Section 161(1) — if board-level appointment. If appointment is through shareholder resolution at AGM/EGM, pass an Ordinary Resolution. Additional Directors must be regularized at the next AGM.
File DIR-12 on MCA V3 portal within 30 days of the Board Resolution (appointment date). Attach: DIR-2, DIR-8, board/member resolution, and identity proof of new director. Form signed by a continuing director and certified by a practicing professional (CA/CS/CMA).
Update: Register of Directors and KMP, board composition on letterheads and website, bank account signatories (board resolution needed for banks), and any other regulatory filings (GST, ROC, etc.) reflecting the new director's details.
Director's responsibility: Submit a written resignation letter to the Board specifying the effective date. File DIR-11 (optional but strongly recommended) on MCA V3 portal within 30 days — using personal DSC. Company's responsibility: Board takes note of resignation at next Board Meeting. File DIR-12 within 30 days of resignation date on MCA V3 portal. Place the fact of resignation in the next Board's Report. Without the company's DIR-12, the director remains legally active on MCA records — regardless of DIR-11.
Step 1: Any member gives Special Notice under Section 115 to the company at least 14 days before the meeting. Step 2: Company sends copy of notice to the director to be removed and to all members. Step 3: Director has right to be heard — may submit written representation to the company. Step 4: Convene EGM with proper notice. At EGM, pass Ordinary Resolution for removal. Director has right to speak at the meeting. Step 5: File DIR-12 within 30 days of resolution. Important: Directors appointed by the Tribunal, directors appointed under proportional representation (Section 163), or nominee directors under special provisions cannot be removed under Section 169.
| Default | Section | Penalty / Late Fee |
|---|---|---|
| Late filing of DIR-12 | Companies Act | ₹100 per day — NO maximum cap. A 6-month delay = ₹18,000 in late fees alone. Additionally, ROC may scale penalties: 30–60 days = 2x normal fee; 60–90 days = 4x; beyond 90 days = 10x government fees. |
| Director not filing DIR-11 for resignation | Section 168 | Optional (per 2022 amendment for private companies). But if company fails to file DIR-12, director faces continued liability and risk of Section 164(2) disqualification — strongly recommend filing DIR-11. |
| Director appearing as active when they've resigned (DIR-12 not filed) | Section 164(2) | If company fails to file annual returns, the "phantom director" faces 5-year disqualification from all company directorships. Cannot be reappointed anywhere for 5 years. |
| Failure to file DIR-3 KYC by 30 September | Companies Act | DIN deactivated + ₹5,000 fixed penalty to reactivate. Deactivated DIN means the director cannot sign any MCA form until reactivated. |
| Company below minimum director requirement | Section 149 | Private Limited must always have minimum 2 directors. If a resignation reduces directors below 2, the vacancy must be filled immediately before the resignation becomes effective. Failure = ₹50,000 company + ₹10,000 officer penalty/day. |
Individual person (not a body corporate)
Minimum age: 18 years
Must have a valid DIN
Can be Indian or foreign national
Can be resident or non-resident
Maximum: 20 companies (max 10 public)
At least 1 director must be India-resident (182+ days)
Adjudicated insolvent / undischarged insolvent
Convicted for fraud or dishonesty (6+ months jail)
Court order prohibiting directorship
Section 164(2) disqualification — director of company that failed to file returns for 3 consecutive years
Removed by Tribunal under Section 169
Company not paid any calls on shares for 6 months
A director's office is automatically vacated (without resignation) in these cases: (a) Failure to attend ANY board meeting for 12 consecutive months — Section 167(1)(b). (b) Director becomes insolvent. (c) Criminal conviction with 6+ months imprisonment. (d) Court order against the person. (e) Director accepts any office of profit under Section 184. In these cases, the company must still file DIR-12 to update MCA records — failure creates the "phantom director" problem described above.
For appointment: 30 days from the date of the Board Resolution (or GM resolution) approving the appointment. For resignation: 30 days from the effective date of resignation (date specified in resignation letter or date notice is received by company, whichever is later). For removal: 30 days from the date of the resolution passed at EGM. Important: the 30-day clock starts from the event date, not from when the company becomes aware of it.
Yes — Section 169 of the Companies Act allows a company to remove a director before the expiry of their term by passing an Ordinary Resolution at an EGM. However: (a) The director must be given an opportunity to present their case. (b) Special Notice of 14 days is required before proposing removal. (c) Some directors cannot be removed under Section 169 — Tribunal-appointed directors, independent directors (who require Special Resolution), or directors appointed under proportional representation (Section 163).
An Additional Director is appointed by the Board of Directors between two Annual General Meetings, under authority granted by the AOA. They hold office only until the next AGM — if not regularized as a regular director at the AGM by an Ordinary Resolution of shareholders, they cease to be a director. An Executive or Regular Director is appointed by shareholders at an AGM or EGM and holds a full 5-year term. DIR-12 must be filed for both types of appointments within 30 days.
Since 14 July 2025, Form DIR-12 is exclusively available on the MCA V3 portal (mca.gov.in). To file DIR-12 on MCA V3: (a) The authorised director/CS must have their DSC registered on MCA V3 portal. (b) Ensure no other DIR-12 is pending for the same CIN — cancel any previous SRN before filing a new one. (c) DIR-12 is in non-STP mode — manually reviewed by ROC. (d) Multiple events (e.g., one resignation + one appointment on the same day) can be filed in a single DIR-12 form. Our CS team handles all MCA V3 filings.
Expert CS-handled director appointment, resignation, and removal — DIR-12, DIR-11, Board Resolutions, and MCA V3 filings within 30 days.