DIR-12: Director Appointment, Resignation & Changes Guide

Key takeaways

• Form DIR-12 is the e-form a company files with the Registrar of Companies (ROC) to report any appointment, resignation, removal, or designation change of a director or key managerial personnel (KMP).
• DIR-12 must be filed within 30 days of the event, under Section 170(2) of the Companies Act, 2013 and Rule 18 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
• DIR-12 is the company's mandatory filing. DIR-11, the director's own optional filing, has not been compulsory since a 2018 amendment.
• A director's resignation takes effect on whichever is later: the date the company receives the notice, or the date specified in the notice.
• One DIR-12 form cannot report two different events for the same person. It can combine different people's events only if all the event dates fall within 30 days of the filing date.
• Filing fees depend on the company's nominal share capital, and additional fees for delay rise in slabs, up to 12 times the normal fee for delays beyond 180 days and up to 270 days.
• Delay beyond the prescribed period technically requires condonation from the Central Government under Section 460 of the Act, in addition to the additional fee.

What is Form DIR-12?

Form DIR-12 is the e-form a company files with the Registrar of Companies (ROC) to report a change in who holds office as a director or key managerial personnel. KMP is the term the Act uses for a company's managing director, whole-time director, CEO, CFO, manager, or company secretary.

The ROC maintains no independent record of who runs a company. It relies entirely on what companies file. DIR-12 is how that record gets updated every time a company appoints, loses, or reassigns a director or KMP.

The filing obligation comes from Section 170(2) of the Companies Act, 2013, read with Rule 18 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Section 170(2) requires a company to file a return with the ROC within thirty days of appointing a director or KMP, and within thirty days of any change in that appointment. Rule 18 names DIR-12 as the specific form that satisfies this return.

DIR-12 replaced Form 32 under the earlier Companies Act, 1956. If you encounter references to Form 32 in older company records, it corresponds to what DIR-12 does today.

Which events require a company to file DIR-12?

Appointment of a director, including additional, alternate, and nominee directors the board can appoint between general meetings if the Articles permit it. A DIN is required before appointment, under Section 152(3).

Resignation of a director, under Section 168, read with Rule 15.

Removal of a director, under Section 169. A special notice is required to move the resolution, and Section 115 sets the threshold for giving it: members holding at least 1% of total voting power, or ₹5,00,000 in paid-up shares. The director is heard before an ordinary resolution is passed at a general meeting.

Automatic vacation of office, under Section 167. The office falls vacant on disqualification under Section 164, or on missing every board meeting held over twelve continuous months, with or without seeking leave of absence.

Change in designation, such as a director being elevated to managing director or whole-time director.

Appointment or cessation of a KMP who isn't also a director, such as a standalone CFO or Company Secretary, under the same Section 170(2) window.

What is the difference between DIR-12 and DIR-11?

DIR-12 and DIR-11 report the same underlying event, a director's resignation, but they serve different parties. DIR-12 is the company's filing, and it's mandatory. DIR-11 is the resigning director's own filing, made independently under their own digital signature, and it has been optional since 2018.

Before the Companies (Amendment) Act, 2017 took effect on 7 May 2018, the proviso to Section 168(1) said a resigning director "shall also forward" a copy of the resignation to the Registrar. The 2017 amendment changed that wording to "may also forward," and Rule 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014 was amended to match.

A resigning director can still file DIR-11 to create an independent, dated record that they resigned, which protects them if the company delays or never files DIR-12. But the Act no longer obliges them to.

What documents are required to file DIR-12?

Certified board resolution. Required for every event: approving the appointment, noting the resignation, or recording the removal decision.

Form DIR-2 (consent to act as director). Required for appointments, under Section 152(5) and Rule 8.

Letter of appointment, if the company issues one. Not mandated by the form itself, but standard practice.

Notice of resignation. Required for resignations; this is the document that fixes the effective date under Section 168(2).

Evidence of cessation. Required for removal, automatic vacation, or death. The Instruction Kit lists this as a separate mandatory attachment from the resignation notice, but doesn't specify its exact contents. Confirm the acceptable form with your CS before filing.

Declaration of interest in other entities. Mandatory only where the appointee holds interests in more than one other entity, typically via Form MBP-1 under Section 184(1). Not a blanket requirement for every new appointment.

Digital Signature Certificate of an authorised signatory, plus certification by a practising CA, CS, or Cost Accountant. Mandatory for all companies except OPCs and small companies, under Rule 8(12)(a) of the Companies (Registration Offices and Fees) Rules, 2014.

How is the effective date of a director's resignation determined?

Section 168(2) of the Companies Act, 2013 fixes the effective date of a resignation as whichever is later: the date the company receives the director's written notice, or the date the director specifies in that notice. It determines when the 30-day filing clock for DIR-12 starts running.

Companies should record the date of receipt in board minutes precisely for this reason, since it becomes the reference point if the effective date is ever disputed. The resigning director remains liable for offences that occurred during their tenure even after the resignation takes effect, per the proviso to Section 168(2).

How to file DIR-12 on the MCA portal

1. Convene a board meeting and pass a resolution recording the appointment, resignation, removal, or designation change, specifying the effective date.

Note: Removal under Section 169 starts with a special notice from shareholders (Section 115: at least 1% of voting power, or ₹5,00,000 in paid-up shares), which the company forwards to the director concerned. The director is heard, and an ordinary resolution is passed by shareholders at a general meeting, not by the board. Only after that resolution is passed does the filing process below apply.

2. Collect the supporting documents for the specific event: DIR-2 and interest declarations for appointments; the resignation letter for resignations; the special notice and resolution for removals.
3. Access Form DIR-12 on the MCA V3 portal and pre-fill the company's CIN, name, and registered office details.
4. Enter the event details for each person covered: DIN or PAN, designation, and the effective date of the event.
5. Attach the supporting documents as scanned PDFs in the fields the form specifies for that event type.
6. Affix the digital signature of an authorised director, and have the form certified by a practising Chartered Accountant, Company Secretary, or Cost Accountant, since DIR-12 requires professional certification before submission.
7. Pay the prescribed fee based on the company's nominal share capital, and submit. The portal generates a Service Request Number (SRN) that serves as the reference for tracking the filing's status.

What is the DIR-12 filing deadline and fees?

The filing deadline is 30 days from the event's effective date, set by Section 170(2) of the Act and Rule 18.

The base filing fee isn't fixed at a flat rupee amount; it scales with the company's nominal share capital under the fee schedule in the Companies (Registration Offices and Fees) Rules, 2014:

• Below ₹1,00,000 nominal share capital: ₹200
• ₹1,00,000 to ₹4,99,999: ₹300
• ₹5,00,000 to ₹24,99,999: ₹400
• ₹25,00,000 to ₹99,99,999: ₹500
• ₹1 crore or more: ₹600

What happens if DIR-12 is filed late?

Filing late doesn't block the filing outright, but it becomes progressively more expensive. The additional fee is charged as a multiple of the normal fee, rising in six bands:

• Up to 15 days: 1 time the normal fee
• 15 to 30 days: 2 times
• 30 to 60 days: 4 times
• 60 to 90 days: 6 times
• 90 to 180 days: 10 times
• Beyond 180 days: 12 times

FAQs on DIR-12 filing

How to download a filed DIR-12 form?

You can't retrieve a filed DIR-12 through MCA's "View Public Documents" service; director-change forms are currently excluded from that public search because they contain directors' personal details. If you're an authorised signatory of the company, the filed form and its acknowledgment are available under "My Application" in the company's own MCA login. For a third party, the closest substitute is the company's MCA Master Data page, which shows the current list of active directors and their DINs, though not the filed form itself.