Add / Remove Director
A board change is thirty days of paperwork compressed into one form. We prepare the resolutions, collect the consents, file DIR-12 inside the statutory window and update the registers that inspections actually ask for.
Starts at ₹1,499 + MCA filing fees at actuals
What changes when a director changes?
Appointing or removing a director is a corporate act, not an HR one. It requires a properly convened board or general meeting, a written consent or resignation, a filing with the Registrar in Form DIR-12 within thirty days, and updates to the company’s statutory registers.
The thirty-day window runs from the date of the resolution or the date the resignation takes effect — not from when someone gets round to it. Late filing attracts additional fees that escalate with delay, and a board that has fallen below its statutory minimum in the meantime has been operating irregularly.
Most of the difficulty is in sequence. A person cannot be appointed without a DIN, cannot get a DIN without a DSC, and cannot consent before being offered the position. Done in the wrong order, the filing is rejected and the clock keeps running.
What has to be right
A private company needs two directors, a public company three, an OPC one. A resignation that drops you below the minimum must be paired with an appointment.
Every company must have at least one director who stayed in India for 182 days or more in the financial year. Losing that director is a compliance event, not just a vacancy.
Form DIR-2 consent must be dated on or before the appointment. Consents signed afterwards are a defect auditors pick up.
DIR-12 filed late attracts additional fees that multiply with the length of delay, on top of the normal filing fee.
A resigning director may file DIR-11 themselves. Where a company is uncooperative, this is the only way to get off the record.
The register of directors, register of KMP shareholding and MBP-1 disclosures all need updating, and are the first things a due diligence asks for.
Documents required
To appoint a director
- DIN of the proposed director — we obtain it if they do not have one
- Class 3 digital signature certificate of the proposed director
- Form DIR-2 consent to act as director, signed and dated
- Declaration of non-disqualification in Form DIR-8
- PAN, Aadhaar or passport, and address proof
- Board resolution, and a members’ resolution where required
To remove or record a resignation
- Resignation letter from the director, with the effective date
- Board resolution taking note of the resignation
- Special notice and members’ resolution, where the company is removing a director under section 169
- Form DIR-11 filed by the outgoing director, where they choose to
Not sure which package fits?
A specialist will map your situation to the right plan in one call.
How the change is executed
- Structure checkDay 1
We confirm the change keeps you above the minimum board and preserves a resident director, and flag anything that needs a members’ meeting rather than a board meeting.
- DIN and DSC, if neededDays 1–2
A first-time director needs a DSC and a DIN before anything else can happen. We arrange both, usually the same day.
- Resolutions and consentsDays 2–4
We draft the notice, resolution and minutes, and collect DIR-2 and DIR-8 from the incoming director.
- DIR-12 filedWithin 30 days
Filed with the Registrar inside the thirty-day window, signed with the company’s DSC and certified where required.
- Registers updatedOn approval
Register of directors and KMP updated, MBP-1 disclosures collected, and a clean set of records handed back.
Transparent pricing
Single Change
₹1,499
one appointment or one resignation
- Resolution and minutes drafted
- DIR-2 and DIR-8 collected
- DIR-12 filed
- Register update note
- DIN application
- DSC included
Appoint + Onboard
₹2,999
new director, start to finish
- Everything in Single Change
- DIN application filed
- Class 3 DSC included
- MBP-1 disclosure drafted
- Registers updated for you
- Section 169 removal
Board Restructure
₹7,999
multiple changes, or a contested removal
- Multiple appointments and resignations
- Section 169 removal procedure
- Special notice and member resolutions
- Full register reconstruction
- Legal opinion where disputed
All prices are professional fees exclusive of GST at 18%. Government fees and stamp duty are charged at actuals and shown before you pay.
The situations that cause trouble
Removing a director is not the same as accepting a resignation
If a director resigns, the company records it. If the company wants a director out who will not go, that is a removal under section 169 of the Companies Act, 2013 — which requires special notice from members, an opportunity for the director to be heard, and an ordinary resolution in general meeting. Treating a removal as a resignation is a defect that surfaces in any subsequent dispute.
Falling below the minimum
If a resignation would leave a private company with one director, the vacancy must be filled. The remaining director cannot simply carry on. Where a resignation has already taken effect, the appointment needs to happen quickly and the sequence documented properly.
The resident director trap
Section 149(3) requires at least one director who stayed in India for 182 days or more during the financial year. Foreign-owned subsidiaries frequently breach this without noticing when their one Indian-resident director leaves. It is not curable retrospectively.
DIR-11 protects the outgoing director
A resigning director can file DIR-11 in their own name, attaching the resignation letter and proof of despatch. If the company never files DIR-12, DIR-11 is the evidence that the resignation happened — which matters if the company later defaults and the Registrar looks for who was on the board.
Disqualification carries forward
A director of a company that has failed to file financial statements or annual returns for three consecutive years is disqualified under section 164(2) for five years, and that disqualification follows them to every other board they sit on. DIR-8 is where this gets declared, and it should be taken seriously rather than signed reflexively.
Forms, fee schedules and the governing rules are published by the Ministry of Corporate Affairs.
After the filing is approved
Update the bank mandate, the GST authorised signatory, and any licences that name directors. These are not ROC matters and nobody prompts you, but a bank operating on a stale mandate is a practical problem the week you need to move money.
A newly appointed director should complete DIR-3 KYC in the next cycle, keep their DSC current, and file an MBP-1 disclosure of interest at the first board meeting they attend and annually thereafter.
Where a director has resigned, check whether they were a signatory on any statutory registration, a guarantor on any facility, or named in any licence. Removing them from the MCA record does not remove them from those.
Frequently asked questions
How long do I have to file DIR-12?
Thirty days from the date of the board or members’ resolution, or from the date a resignation takes effect. Late filing attracts additional MCA fees that increase with the length of the delay.
Can a director resign without the company’s cooperation?
Yes. A director may file Form DIR-11 in their own name with the resignation letter and proof of despatch. This creates a record even where the company never files DIR-12.
Do I need a DIN before being appointed?
Yes. A person cannot be appointed as a director without a Director Identification Number, and a DIN application itself requires a Class 3 digital signature. We handle both where the incoming director is new.
What is the minimum number of directors?
Two for a private limited company, three for a public company and one for an OPC. At least one director must have stayed in India for 182 days or more during the financial year.
How is removing a director different from a resignation?
A removal under section 169 requires special notice from members, an opportunity for the director to be heard, and an ordinary resolution in general meeting. A resignation only needs to be recorded by the board.
What does it cost?
Our professional fee starts at ₹1,499 for a single change. MCA filing fees are charged at actuals and depend on the company’s authorised capital. A new director needing DIN and DSC is covered in the ₹2,999 plan.
Official references
The statutory sources behind this page. We keep our guidance aligned to them — verify anything time-sensitive directly.
- Ministry of Corporate AffairsCompanies Act filings, forms and fee schedules
- Income Tax DepartmentReturns, forms, rates and e-filing utilities
Content on this page is reviewed by a chartered accountant or advocate at LexVerge LLP. It is general guidance, not advice on your specific facts.