Change in Directors
- Art Teacher
- London, UK
- 5-7 Hrs
Changes in a company’s board of directors are a natural part of business, whether it’s through new appointments that bring fresh perspective or resignations and removals driven by personal, strategic, or legal reasons. In India, every such change must be legally reported to the Registrar of Companies (ROC) by filing Form DIR-12 under the Companies Act, 2013. Form DIR-12 serves as an official intimation to the Ministry of Corporate Affairs (MCA) about the appointment, resignation, removal, or change in designation of directors or key managerial personnel (KMP). The filing is mandatory within 30 days of the change, ensuring transparency, statutory compliance, and updated company records.
- Board Resolution approving appointment/resignation/removal of director
- Consent to Act as Director (Form DIR-2) – for appointment
- Resignation Letter – for resignation cases
- Proof of cessation – for removal or disqualification
- Declaration of non-disqualification (as per Companies Act, 2013) – for appointment
- Notice of resignation sent by director to company – for resignation
- Updated register of directors and KMP
- Proof of identity & address of the new director (for appointment)
- Hold Board Meeting
- Obtain Necessary Documents
- File DIR-12 on MCA Portal
- ROC Approval
- Update Company Records
DIR-12 must be filed within 30 days of the appointment, resignation, or change in designation of a director.
Shareholder approval is required only for certain appointments (e.g., regularization or if mandated by law); Board appointments (such as Additional Directors) typically do not always require shareholder approval unless the Articles or law specify otherwise
Failure to file DIR-12 means changes in directors will not reflect in MCA records, potentially leading to inaccuracies or non-compliance in the annual return MGT-7.
A director’s resignation is effective from the date the company receives the resignation notice or the date specified by the director, whichever is later; company acceptance is not mandatory.
A company cannot appoint a director retrospectively; the appointment must be made and recorded through a formal Board resolution and filed with ROC within the statutory period.
Multiple changes can be reported in one DIR-12 only if the event dates are within a 30-day window; otherwise, separate forms are needed for each event outside this period.
If the company does not file DIR-12 after a director’s resignation, the director can also file DIR-11 with ROC independently. The company and responsible officers may face penalties for non-compliance.