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Form DIR-12: filing director appointments, resignations and changes

Whenever a director or key managerial person joins, leaves or changes designation, the company tells the Registrar of Companies in Form DIR-12. It is a short web form on the MCA portal with a 30-day deadline, and most problems come from missing attachments rather than the form itself.

Reviewed by Vijay Dhawan, Managing Partner, LexVerge LLP, on · Published

Quick answer

DIR-12 is filed by the company within 30 days of the appointment, resignation, removal or change in designation of a director, managing director, whole-time director, CEO, CFO or company secretary, under rule 18 of the Companies (Appointment and Qualification of Directors) Rules. The normal fee is ₹200 to ₹600 depending on authorised capital, and a late filing costs 2 to 12 times that.

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When DIR-12 is filed

EventUsual approvalDIR-12 within
New director, including an additional, alternate or nominee directorBoard resolution; members’ approval at the next general meeting for an additional director30 days of the appointment
Additional director regularised at the AGMOrdinary resolution of members30 days of the AGM (change in designation)
Director resignsBoard takes note of the resignation30 days of the resignation taking effect
Director removedOrdinary resolution with special notice, section 16930 days of the removal
Managing or whole-time director, CEO, CFO or company secretary appointed or leavingBoard resolution, and members’ approval where the Act requires it30 days of the event
Death or disqualification of a directorBoard takes note30 days of the vacancy

The person must already hold a DIN with a current DIR-3 KYC before they can be appointed as a director. A company secretary or CFO needs a PAN rather than a DIN.

What to attach

  • Appointment: the director’s written consent in Form DIR-2, the board or members’ resolution, and the letter of appointment for a key managerial person.
  • Resignation: the resignation letter and the board resolution taking note of it. The resignation takes effect from the date the company receives the notice or the date stated in it, whichever is later.
  • Removal: the members’ resolution and the special notice.

The form is signed with the DSC of a director. A wrong DIN, an expired DSC or a resolution date that does not match the event date are the usual reasons the Registrar sends the form back.

Fees and late fees

The normal fee depends on the company’s nominal share capital:

Nominal (authorised) share capitalNormal filing fee
Below ₹1 lakh₹200
₹1 lakh to ₹4,99,999₹300
₹5 lakh to ₹24,99,999₹400
₹25 lakh to ₹99,99,999₹500
₹1 crore or more₹600
Company without share capital₹200

Filed after 30 days, the form carries an additional fee:

DelayAdditional fee
Up to 30 days2 times the normal fee
More than 30 and up to 60 days4 times
More than 60 and up to 90 days6 times
More than 90 and up to 180 days10 times
More than 180 days12 times

In some cases the rules apply a higher scale of 3, 6, 9, 15 and 18 times instead. The MCA portal works out the fee when the form is submitted.

DIR-12 and DIR-11

A director who resigns may also send a copy of the resignation, with reasons, to the Registrar in Form DIR-11 within 30 days. Since the 2017 amendment to section 168 this is optional; the company’s DIR-12 is what removes the name from the MCA records. A director worried that the company will not file can file DIR-11 to put the resignation on record. See our guide to appointing and removing directors.

Frequently asked questions

What is the time limit for filing DIR-12?

Thirty days from the appointment, resignation, removal or change in designation, under rule 18 of the Companies (Appointment and Qualification of Directors) Rules.

Is DIR-12 required for the resignation of a director?

Yes. The company files DIR-12 within 30 days of the resignation taking effect. The director may also file DIR-11, but that is optional.

What is the fee for DIR-12?

The normal fee is ₹200 to ₹600 depending on nominal share capital, or ₹200 for a company without share capital. After 30 days an additional fee of 2 to 12 times the normal fee applies.

Is DIR-12 filed for a CFO or company secretary?

Yes. DIR-12 covers key managerial personnel as well as directors: the managing director, whole-time director, CEO, CFO and company secretary.

Can a person without a DIN be appointed as a director?

No. A DIN with a current DIR-3 KYC is needed before the appointment. A first director gets the DIN through the incorporation form; anyone else applies in DIR-3.

Get it done

Add or Remove a Director from ₹1,499, by a CA.

DIR-12 with resolutions and consents, filed by a company secretary.

Professional fee shown; government charges at actuals, quoted in writing before you pay. GST at 18% extra.

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Reviewed by Vijay DhawanManaging Partner, LexVerge LLP · reviewed on · How we write and check our guides

Adding or removing a director?

We draft the resolutions and consents and file DIR-12, from ₹1,499, so the MCA record matches the board’s decision.

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