DIR-12: Director Change & Filing

TL;DR

DIR-12 is filed with the ROC within 30 days of a director appointment, resignation, or removal.

DIR-12 is the form filed with the Registrar of Companies (RoC) to report a change in the company’s directors — appointment, resignation, or removal. Under Section 152(6) of the Companies Act, 2013 read with Rule 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the form must be filed within 30 days of the change. Late filing attracts a penalty under Section 450 (general penalty where no specific amount is provided) — for the company, up to ₹10,000 for the offence and a further fine up to ₹100 per day for every day of continuing default after conviction; for the defaulting officer, imprisonment up to six months or fine up to ₹25,000 or both. Practically, MCA also levies an additional fee under Section 403 for filing delay (typically ₹300 per day for DIR-12).

When DIR-12 Is Filed

• Appointment of a director — a new director is appointed at an EGM, or an additional director is appointed by the board (subject to confirmation at the next AGM).
• Resignation of a director — a director tenders their resignation; the company files DIR-12 to report the cessation.
• Removal of a director — the shareholders pass a special resolution to remove a director before the end of their term.
• Change in director’s particulars — a change in the name, address, or other particulars of an existing director.

For each change, a separate DIR-12 is filed. Multiple changes in the same period can be consolidated into one filing.

Documents Required

For an appointment:

• New director’s PAN and Aadhaar (mandatory).
• New director’s DSC (Class 3).
• New director’s DIN (Director Identification Number) — applied through Form DIR-3 (or through SPICe+ if at incorporation).
• Board resolution or special resolution (as applicable) approving the appointment.
• Consent to act as director (Form DIR-2) — signed by the new director.
• Declaration of non-disqualification (Form DIR-8) — signed by the new director.
• Notice of interest (Form MBP-1) — disclosing any interest in other companies / firms / LLPs.
• Identity and address proof — passport, voter ID, driving licence.
• Latest photograph.

For a resignation:

• Resignation letter from the outgoing director.
• Board resolution noting the resignation.
• Consent letter from the new director if any (if the resignation creates a vacancy).
• DIR-12 form with the cessation date.

For a removal:

• Special resolution passed at an EGM.
• Notice of the EGM (Form MGT-14 — earlier filing).
• Reasons for the removal recorded in the board minutes.

The Filing Process

The DIR-12 form is on the MCA portal at mca.gov.in under MCA Services → Company Services → Filing of DIR-12. The process is:

1. Gather the documents — board resolution, consent / resignation letter, identity proof of the new director.
2. Verify DIN — confirm the new director’s DIN is active (not de-activated due to non-filing of DIR-3 KYC).
3. Login to the MCA portal — using the company’s CIN and the director’s credentials.
4. Fill DIR-12 — select the type of change (appointment / resignation / removal / change in particulars), enter the director’s DIN, date of change, and the supporting documents.
5. Attach documents — board resolution, consent letter, etc.
6. Sign with DSC — the form is signed by the director filing (typically the company secretary or a director) using DSC.
7. Pay the fee — ₹300 for the form, plus ₹200 late fee if filed beyond 30 days.
8. Submit — the form is processed by the RoC within 1–3 working days.
9. Receive the acknowledgement — the RoC’s stamp on the form is the proof of filing.

Late Filing Consequences

If DIR-12 is not filed within 30 days, the consequences are:

Penalty on the company

Under Section 450, the company is liable to a fine up to ₹10,000 for the offence and, where the default continues, a further fine up to ₹100 per day of continuing default after conviction. For a 90-day delay beyond conviction, the additional fine is up to ₹9,000.

Penalty on the defaulting officer

The director / company secretary who failed to file is personally liable under Section 450 — imprisonment up to six months, or fine up to ₹25,000, or both.

DIN de-activation

If the new director’s DIN is not linked with Aadhaar or the KYC is not filed, the DIN is de-activated. The director cannot act as a director in any other company until the DIN is re-activated.

Defective DIN

If the DIN particulars are wrong (e.g., the director’s name does not match the PAN / Aadhaar database), the DIN is marked defective. The director cannot sign any filings until the defect is corrected.

Strike-off risk

If the company does not have the minimum number of directors (2 for Pvt Ltd, 3 for public company) for more than 6 months, the company is liable to be struck off under Section 248. DIR-12 is the proof that the company has restored the minimum director count.

The Common Triggers for DIR-12

Trigger 1 — New investor joins the board

A VC / angel investor takes a board seat at the closing of a funding round. DIR-12 is filed for the new director’s appointment.

Trigger 2 — Co-founder leaves

A co-founder steps back from the operations and resigns from the board. DIR-12 is filed for the resignation.

Trigger 3 — Family-member director exits

A family-member director (often the founder’s spouse or parent) resigns to allow a new independent director to join. DIR-12 is filed for both the resignation and the appointment.

Trigger 4 — DIN de-activated

A director’s DIN is de-activated due to non-filing of DIR-3 KYC. The director resigns from all companies. DIR-12 is filed for the cessation in each company.

Trigger 5 — Death or incapacity

A director dies or becomes mentally incapacitated. DIR-12 is filed with the date of death / incapacity and the supporting evidence.

Common Mistakes

Mistake 1 — Not filing DIR-12 for an additional director

An additional director appointed by the board (under the Articles of Association) is valid only until the next AGM. If the appointment is not confirmed at the AGM, the director vacates office. DIR-12 is filed for both the board appointment and the AGM confirmation.

Mistake 2 — Wrong date of cessation

The date of cessation is the date the director resigns, is removed, or dies — not the date the board accepts the resignation. The board can only note the cessation; it cannot delay the cessation date.

Mistake 3 — Not obtaining the outgoing director’s DSC for the resignation

The resignation form is signed by the outgoing director or by the company secretary. The DSC is required. If the outgoing director’s DSC has expired, the company secretary signs.

Mistake 4 — Not filing DIR-12 when the director changes name or address

A change in name (e.g., marriage, gazette notification) or address (e.g., relocation) requires DIR-12 with the updated particulars. The change is also reflected in the next MGT-7 (annual return).

Mistake 5 — Filing DIR-12 for a director without DIN

If the new director does not have a DIN, DIR-3 must be filed first. The DIN is allotted by the MCA. The DIR-12 is filed after the DIN is allotted.

When to Get Help

If the director change involves a funding round (new investor director), the documentation is multi-layered — share subscription agreement, board resolution, share allotment, DIR-12, KYC update. The process is typically handled by the investor’s legal counsel and the company’s CS / CA.

If the director change involves a co-founder dispute, the resignation / removal must be carefully documented — board minutes, share transfer, non-compete agreements, and DIR-12. A dispute later can hinge on the documentation.

We routinely handle DIR-12 filings and the related director changes for clients. Our annual compliance service covers the director change tracking, the KYC reminders, and the form filings. Share your company CIN and the change details on WhatsApp for a no-charge assessment.

For the related KYC that must be filed annually, see our Director KYC (DIR-3 KYC) guide. For the strike-off process that may follow a director’s exit, see our Strike-off a dormant company guide.

Sources

• MCA — Form DIR-12
• Companies Act, 2013 — Sections 149, 152, 161, 168, 169, 450
• Companies (Appointment and Qualification of Directors) Rules, 2014 — Rule 16