Overview
When a company must report a director change
A company must tell the Registrar of Companies (ROC) when a director is appointed, resigns or is removed. This is done online on the MCA portal in Form DIR-12.
File Form DIR-12 within 30 days of the change. Filing late attracts additional fees from MCA.
Types of change
Appointment, resignation and removal
Appointing a director
The new director needs a Director Identification Number (DIN) and gives written consent to act as a director in Form DIR-2. The company approves the appointment and files Form DIR-12 within 30 days.
A director resigns
The director gives written notice to the company. It takes effect from the date the company receives it, or a later date stated in the notice. The company files Form DIR-12 within 30 days of receiving the notice. The director may also file Form DIR-11.
Removing a director
Shareholders can remove a director by an ordinary resolution in a general meeting, after giving the director a reasonable opportunity to be heard. A director appointed by the Tribunal cannot be removed this way.
Appointment
Documents for a new director
- DIN of the new director, or the details needed to apply for one
- Written consent to act as director (Form DIR-2)
- PAN, identity and address proof of the new director
- Resolution approving the appointment
- A valid digital signature (DSC) to sign the form
Resignation or removal
Documents for a director leaving
- Resignation letter, with the date it takes effect
- Board resolution noting the resignation
- For removal: the shareholders' resolution and meeting records
- A valid DSC of the director who signs Form DIR-12
We confirm the exact list for your case before we prepare anything.
Process
How a director change works with Complianto
- 01
Fill the form
Tell us which change you need and the date it takes effect.
- 02
Talk to our experts
We explain the approvals, documents and fees for your change.
- 03
Prepare the documents
We draft the resolutions and check the consent, notice and DSC.
- 04
File Form DIR-12
We prepare the form for your director to sign and file it with the ROC within the 30-day limit.
- 05
Records updated
Once processed, the change shows in the company's director details on the MCA portal.
After the change
Update your other records
- RegistersUpdate the company's register of directors.
- BankUpdate the authorised signatories on the company's bank accounts.
- GSTUpdate the director details in your GST registration where they are listed. See GST registration.
- Yearly filingsThe new board is shown in the company's annual return.
What is the time limit to file a change in director?
File Form DIR-12 with the ROC within 30 days of the appointment, resignation or removal. For a resignation, the 30 days run from when the company receives the notice.
What happens if Form DIR-12 is filed late?
MCA charges additional fees for late filing, and delays can lead to penalties for the company and its officers. File within the time limit.
Does a new director need a DIN?
Yes. A director needs a Director Identification Number. A person who does not have one applies for it as part of the process.
When does a director's resignation take effect?
From the date the company receives the notice, or a later date stated in the notice, whichever is later.
Is a director liable after resigning?
Yes, for offences that took place while they were a director. Resigning does not end that liability.
Can shareholders remove a director?
Yes, by an ordinary resolution in a general meeting, after giving the director a reasonable opportunity to be heard. Some directors, such as those appointed by the Tribunal, cannot be removed this way.
How many directors must a private limited company have?
At least 2. Plan any resignation so the company does not fall below this number.
Is Complianto a government body or a CA firm?
Neither. Complianto is a compliance facilitation platform operated by Mentorcorp Private Limited. You can also file directly on the MCA portal without our fee.
More services
Other services you may need
Private Limited Company
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Business Registration
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Digital Signature (DSC)
Sign MCA forms online.
OPC Compliance
Yearly ROC filings for a One Person Company.
LLP Compliance
Yearly ROC filings for an LLP.
GST Registration
Keep your GST details up to date.
