What is a Director Change?
A director change refers to any change in the board of directors of a company — including the appointment of a new director, resignation of an existing director, or removal of a director by shareholders. All such changes must be intimated to the MCA by filing Form DIR-12 within 30 days of the change.
Failure to file within the deadline attracts a penalty of ₹100 per day of delay. Our team ensures timely and accurate filing so you stay compliant.
Director Appointment Process
1
Board Resolution
A board meeting is convened and a resolution is passed to appoint the new director. Proper notice and quorum requirements must be met.
2
Consent in DIR-2
The incoming director provides written consent to act as director in Form DIR-2, along with a declaration that they are not disqualified.
3
Obtain DSC & DIN
If the new director does not already have a DIN (Director Identification Number), we apply for one. A Digital Signature Certificate (DSC) is also obtained.
4
File DIR-12 with MCA
Form DIR-12 is filed on the MCA portal within 30 days of the board resolution, along with DIR-2 consent and supporting documents.
5
MCA Approval
The MCA processes the filing and updates the company's master data. The new director is now officially on record.
Director Resignation Process
- Resigning director submits a written resignation letter to the company
- Board meeting held to take note of the resignation
- Resigning director files DIR-11 on the MCA portal (optional but recommended)
- Company files DIR-12 within 30 days of the resignation date
- MCA updates the company's master data to reflect the change
Director Removal Process
- Special notice of intention to remove the director is given to the company
- Board meeting convened and notice sent to the director concerned
- Director given opportunity to be heard (representation)
- Ordinary resolution passed at a general meeting to remove the director
- DIR-12 filed with MCA within 30 days
Important Rules to Remember
- Every company must have at least 1 resident director (person who stayed in India for 182+ days in the previous calendar year)
- A company can have a maximum of 15 directors (more allowed with special resolution)
- Every director must have a valid DIN (Director Identification Number)
- DIR-12 must be filed within 30 days of the change — penalty of ₹100/day for delay
- A disqualified person cannot be appointed as director under Section 164 of the Companies Act
Documents for Appointment
DIN of new director (or PAN for DIN application)
PAN Card of new director
Aadhaar Card of new director
Passport-size photograph
DIR-2 consent form (signed)
DSC of new director
Board resolution for appointment
Address proof of new director
Documents for Resignation
Resignation letter from director
Board resolution noting the resignation
DIR-11 (filed by resigning director)
DIR-12 (filed by company)