Director Change - Appointment
or Resignation Filing with MCA

A Director Change is the official process of appointing, resigning, or removing a director from a company’s board, as per MCA and Companies Act requirements. It involves filing Form DIR-12 with the Registrar of Companies (RoC) within the prescribed timeline. At Udyog Suvidha Kendra, we offer expert support for seamless documentation, accurate MCA filing, and end-to-end compliance—ensuring your company stays legally updated and penalty-free.

Director Change

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Director Change

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What is Director Change?

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Meaning and Overview

A Director Change refers to the process of appointing, resigning, removing, or replacing a director in a company. Directors play a crucial role in the day-to-day functioning and strategic direction of a business, and any change in their position must be properly documented and communicated to the Ministry of Corporate Affairs (MCA). Whether it’s adding a new director to expand capabilities, removing a director due to non-performance, or replacing an outgoing member due to resignation or disqualification, such changes must follow a legal process to ensure business continuity and regulatory compliance. Timely updating of director information also helps in avoiding legal complications and maintaining transparency for investors, stakeholders, and government authorities.

Register Illustration
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Legal Basis Under Companies Act, 2013

  • ● Section 149–172: Defines types of directors, their roles, and the conditions for change.
  • ● Rule 18 of Companies (Appointment and Qualification of Directors) Rules, 2014: Provides detailed procedures and form requirements.
  • ● Form DIR-12: Must be filed with the MCA within 30 days of the director change event.

The law ensures that only eligible and qualified individuals hold directorship, and it protects the interests of the company and its shareholders. Failing to comply with these provisions can lead to penalties, disqualification of directors, or even deregistration of the company. Proper legal support, documentation, and on-time filings are essential to execute a director change smoothly and lawfully.

Conditions Illustration

Types of Director Changes

Understanding the various scenarios in which a company might change its board structure is essential for compliance and smooth operations. The Companies Act, 2013 recognizes several types of director changes, each with its own legal process and form requirements. Below are the major types:

Appointment of Director

Appointment of a New Director

A new director can be appointed to bring in additional expertise, strengthen the board, or meet statutory requirements. The appointment must be approved by the Board of Directors or shareholders, and Form DIR-12 must be filed with the MCA within 30 days. Consent in Form DIR-2 and a valid DIN (Director Identification Number) are also mandatory.

Appointment of a New Director

A new director can be appointed to bring in additional expertise, strengthen the board, or meet statutory requirements. The appointment must be approved by the Board of Directors or shareholders, and Form DIR-12 must be filed with the MCA within 30 days. Consent in Form DIR-2 and a valid DIN (Director Identification Number) are also mandatory.

Resignation of an Existing Director

When a director decides to step down, the company must accept the resignation through a Board Resolution and file DIR-12 with the MCA. The resigning director may also file DIR-11 for their personal record. It's crucial to update all official records and notify stakeholders to ensure transparency and compliance.

Resignation of Director

Resignation of an Existing Director

When a director decides to step down, the company must accept the resignation through a Board Resolution and file DIR-12 with the MCA. The resigning director may also file DIR-11 for their personal record. It's crucial to update all official records and notify stakeholders to ensure transparency and compliance.

Removal of Director

Removal of a Director by Shareholders

Under Section 169 of the Companies Act, 2013, shareholders have the right to remove a director before the expiry of their term, through an ordinary resolution. The director must be given an opportunity to be heard, and proper notice must be sent to all members. The removal must be followed by Form DIR-12 filing.

Removal of a Director by Shareholders

Under Section 169 of the Companies Act, 2013, shareholders have the right to remove a director before the expiry of their term, through an ordinary resolution. The director must be given an opportunity to be heard, and proper notice must be sent to all members. The removal must be followed by Form DIR-12 filing.

Change in Designation (Additional to Regular Director)

If an Additional Director is confirmed as a Regular Director, the company must regularize the appointment in the next AGM (Annual General Meeting). This change requires board approval and filing of DIR-12, along with relevant documentation such as consent and resolutions.

Change in Designation

Change in Designation (Additional to Regular Director)

If an Additional Director is confirmed as a Regular Director, the company must regularize the appointment in the next AGM (Annual General Meeting). This change requires board approval and filing of DIR-12, along with relevant documentation such as consent and resolutions.

Removal of Director

Retirement by Rotation or Casual Vacancy

Certain directors retire by rotation as per Section 152 of the Companies Act. If not reappointed, a new director must be elected in their place. Additionally, a casual vacancy, such as due to death or disqualification, must be filled promptly by the board, and the appointment must be reported through the correct compliance channels.

Retirement by Rotation or Casual Vacancy

Certain directors retire by rotation as per Section 152 of the Companies Act. If not reappointed, a new director must be elected in their place. Additionally, a casual vacancy, such as due to death or disqualification, must be filled promptly by the board, and the appointment must be reported through the correct compliance channels.

Who Needs to File for Director Change?

Filing for a change in directorship is a legal obligation under the Companies Act, 2013. Whether it’s a new appointment, resignation, or any change in the role or designation, timely and accurate filings ensure compliance and prevent penalties from the Ministry of Corporate Affairs (MCA). Below are the key parties who must initiate or be involved in the process:

Private & Public Companies

Both Private Limited Companies and Public Limited Companies are required to file with the MCA whenever there is any change in their board of directors. This includes the appointment, resignation, removal, or change in designation of any director. Failure to file Form DIR-12 within the stipulated time (usually 30 days) can lead to heavy penalties. The company’s Board Resolution, consent letters, and proof of identity are typically part of the filing package.

Directors Who Resign or Retire

Directors who resign voluntarily or retire by rotation must ensure that the company files the necessary documentation with the MCA. While it is the company's duty to file Form DIR-12, the resigning director can also file DIR-11 to officially notify the MCA of their resignation. This protects the director from future liabilities related to the company’s operations after their exit.

Foreign Nationals or NRIs as Directors

Foreign Nationals or Non-Resident Indians (NRIs) serving as directors in Indian companies must also comply with the same legal requirements for director change. If a foreign director is being appointed or resigns, the company must file the respective forms with attested identity proofs (such as a passport) and any other relevant documents. All filings should adhere to FEMA and MCA guidelines for foreign directorships to avoid regulatory scrutiny.

When is Director Change Required?

Director changes in a company can occur due to several operational, strategic, or compliance-related reasons. Whether initiated by the company or required due to legal obligations, timely filing with the Ministry of Corporate Affairs (MCA) is mandatory to ensure proper governance and avoid penalties.

Voluntary Director Change

Voluntary Changes by Company or Director

A director change may be initiated voluntarily by the company or the director. Common scenarios include:

  • ● Strategic restructuring of the board to bring in new expertise.
  • ● Voluntary resignation by a director due to personal or professional reasons.
  • ● Retirement by rotation as per company’s Articles of Association.
  • ● Appointment of new directors during business expansion.
  • ● Change in designation (e.g., additional director to regular director).

These voluntary changes must be supported by board resolutions and consent letters and filed through Form DIR-12 within 30 days of the change.

Regulatory Director Change

Regulatory or Compliance Requirements

Sometimes, director changes are mandated due to legal, regulatory, or policy-driven reasons:

  • ● Disqualification of a director under Section 164 of the Companies Act.
  • ● Non-filing of DIN KYC (DIR-3 KYC) leading to deactivation of DIN.
  • ● Statutory limits on the number of directorships held.
  • ● Government or tribunal orders directing the removal or addition of directors.
  • ● Company law compliance checks during audits or investigations.

Failure to act on such mandatory requirements can result in penalties, company status being marked as non-compliant, and even legal action against the company or director.

Step-by-Step Process for Director Change Filing

Filing for a change in company directors is a legal process governed by the Companies Act, 2013. To ensure compliance and avoid penalties, it is essential to follow a defined procedure and complete all documentation and filings with the Ministry of Corporate Affairs (MCA) within the specified timelines. Below is the step-by-step process for filing a director change in India:

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Step 1 – Hold a Board Meeting

The process begins by convening a Board Meeting to pass a resolution approving the appointment, resignation, removal, or change in designation of a director. The decision must be recorded in the minutes and supported by relevant documentation such as consent letters or resignation letters.

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Step 2 – Obtain Consent or Resignation Letter

● For appointment, the incoming director must provide their Consent in Form DIR-2 and a declaration that they are not disqualified under the Companies Act.
● For resignation, the outgoing director should submit a Resignation Letter and may also file Form DIR-11 as an intimation to MCA.

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Step 3 – Issue Letter of Appointment or Acknowledge Resignation

In case of a new appointment, issue a formal appointment letter to the director along with roles and responsibilities. In case of resignation, acknowledge the letter and update internal records accordingly.

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Step 4 – File Form DIR-12 with MCA

The company must file Form DIR-12 within 30 days of the director change. This form captures details of:
● Appointment
● Resignation
● Removal
● Change in designation

Attach supporting documents like:
● Board resolution
● DIR-2 or resignation letter
● Proof of identity and address (for new directors)

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Step 5 – Update Company Records and Registers

Once Form DIR-12 is filed and approved, update the Register of Directors and Key Managerial Personnel and other statutory records to reflect the changes.

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Step 6 – Reflect Changes in ROC and MCA Records

After successful filing, the MCA portal will be updated to reflect the change in directors. This is publicly accessible and ensures transparency for stakeholders, banks, and regulators.

Note: If the director change involves a foreign national or an NRI, ensure PAN, passport, and notarized documents are correctly submitted to avoid rejection.

Documents Required for Director Change

Filing a director change with the Ministry of Corporate Affairs (MCA) requires a specific set of documents based on whether it's an appointment, resignation, removal, or change in designation. Submitting accurate documentation ensures smooth approval and compliance with the Companies Act, 2013.

For Appointment of a Director
  • DIR-2 – Consent to act as Director
  • DIR-8 – Declaration of non-disqualification
  • Board Resolution approving the appointment
  • Identity Proof – PAN Card (mandatory for Indian nationals)
  • Address Proof – Aadhaar, Passport, Voter ID, or Utility Bill (not older than 2 months)
  • Digital Signature Certificate (DSC)
  • DIN (Director Identification Number) – If not available, apply using DIR-3
For Resignation of a Director
  • Resignation Letter from the director
  • Acknowledgement Letter from the company
  • Board Resolution accepting the resignation
  • Form DIR-11 (optional but recommended) filed by the resigning director
  • Form DIR-12 filed by the company with MCA
For Removal of a Director
  • Special Notice and Board/Shareholder Resolution
  • Proof of Service of Notice to the concerned director
  • DIR-12 Form with supporting documents
  • Updated Register of Directors
For Change in Designation
  • Board Resolution approving the change
  • Form DIR-12 with details of new designation
  • Consent from Director if applicable

Timeline & Government Fees

How Long Does Director Change Take?

The entire director change process typically takes 3 to 7 working days, provided all documents are in order and there are no errors in the DIR-12 filing. The MCA processes the application soon after submission, and approval is usually granted within 1–2 days post-verification. However, delays may occur if there are discrepancies or missing documents.

To avoid delays:

  • ● Ensure all supporting documents (like board resolutions and consent letters) are accurate and complete.
  • ● File the DIR-12 within 30 days of the director change event to stay compliant.

MCA Fees & Additional Charges

The government fee for filing DIR-12 with the MCA depends on the authorized share capital of your company:

  • ● Up to ₹1 lakh: ₹200
  • ● ₹1 lakh to ₹5 lakh: ₹300
  • ● ₹5 lakh to ₹25 lakh: ₹400
  • ● ₹25 lakh to ₹1 crore: ₹500
  • ● Above ₹1 crore: ₹600

Additional Charges: If the DIR-12 is filed after the due date, late fees apply. MCA levies a penalty of ₹100 per day of delay, with no maximum cap. Late filings may also result in the company and its officers being marked non-compliant, leading to further complications.

Penalties for Late or Non-Filing

Failure to comply with director change filing regulations under the Companies Act, 2013 can lead to serious consequences for both the company and its directors.

Penalty for Late DIR-12 Submission

If the DIR-12 form is not filed within 30 days of the director change, the Ministry of Corporate Affairs (MCA) imposes a late fee of ₹100 per day, with no upper limit. This penalty continues to accumulate until the date of filing. Companies that delay submission may also face difficulty in future compliance matters and ROC-related processes.

Legal Consequences of Non-Compliance

  • The company and officers being marked non-compliant on the MCA portal.
  • Disqualification of directors under Section 164 of the Companies Act.
  • Inability to file future forms until rectification.
  • MCA may impose additional penalties or legal action, affecting the company’s standing and operations.

Maintaining timely compliance avoids legal complications and keeps your company in good standing.

Why Director Change Must Be Filed Promptly

Timely filing of a director change ensures that the company's records remain transparent, legal, and up-to-date with the MCA, strengthening governance and avoiding penalties.

Impact on Corporate Governance

Impact on Corporate Governance

Accurate and prompt updating of directorship details:

  • ● Ensures proper accountability and traceability in decision-making.
  • ● Reflects the true management structure of the company.
  • ● Boosts investor and stakeholder confidence in the company.
  • ● Maintains regulatory integrity and avoids scrutiny from authorities.
Legal and Financial Implications

Legal and Financial Implications

Delays in filing director changes can result in:

  • ● Ineligibility to participate in certain tenders, contracts, or funding rounds.
  • ● Risk of regulatory flags on the MCA portal.
  • ● Higher legal and compliance costs for rectification.
  • ● Potential disqualification of directors, impacting company operations.

Filing changes promptly not only maintains your legal status but also keeps your business opportunities intact and future-ready.

How Udyog Suvidha Kendra Helps

At Udyog Suvidha Kendra, we simplify the entire director change filing process with expert-led services and personalized support—ensuring compliance, affordability, and peace of mind for every client.

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Expert Legal Drafting & Filing

Our team of compliance professionals and legal experts prepares accurate resolutions, board meeting minutes, and DIR-12 filings as per MCA norms—ensuring 100% error-free submissions and faster approvals.

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Quick & Hassle-Free Process

We handle everything from document verification to final ROC submission with minimal input required from you. Our streamlined digital process ensures fast turnaround and zero compliance headaches.

3

Affordable Compliance Plans

Choose from our budget-friendly pricing options tailored for startups, SMEs, and established companies. No hidden fees, complete transparency—making professional compliance services accessible for every business.

Director Change FAQs

What is the process for changing a director in a company?
To change a director, the company must pass a board resolution, obtain the proposed director’s consent (Form DIR-2), and file Form DIR-12 with the Registrar of Companies (ROC). If it's a public company or if shareholders' approval is needed, a general meeting may be held. The change becomes official only after MCA approval.
Form DIR-12 is mandatory to notify the ROC about any change in directorship—whether it’s an appointment, resignation, or removal. It must be filed within 30 days of the event. Timely filing helps maintain compliance under the Companies Act, 2013 and avoid late penalties.
Common reasons include voluntary resignation, death, disqualification, retirement by rotation, or strategic restructuring by the company. Director changes can also happen due to regulatory directives, shareholder votes, or appointment of new professionals for better management.
Yes, foreign nationals or NRIs can be appointed as directors, provided they have a valid DIN and comply with KYC and documentation norms. If appointed as an Executive Director, they must also meet RBI and FEMA guidelines, including visa and residency requirements.
Once the board resolution is passed and necessary documents are collected, the company must file DIR-12 within 30 days. MCA usually approves the application within 2–5 working days, subject to correctness of documents. Any delay may attract additional fees and legal complications.
The key documents include:
● Board Resolution
● Consent to act as a director (DIR-2)
● Resignation letter (if applicable)
● Proof of identity and address of the new director
● DIR-8 (disqualification declaration)
● Digital Signature Certificate (DSC)
All documents must be valid and correctly signed.
The late filing penalty for DIR-12 is ₹100 per day of delay with no cap. Additionally, non-compliance may lead to prosecution, disqualification of directors, or monetary penalties under Section 172 of the Companies Act, 2013. Timely filing is crucial to avoid legal issues.
Yes, a director can resign by submitting a resignation letter to the company. The board must accept it through a resolution, and Form DIR-12 must be filed with the ROC. The director may also file DIR-11 as an intimation of resignation, though it's optional for most companies.
DIR-2 is a consent form submitted by the individual who is being appointed as a director. It confirms their willingness to take on the role. This form is essential and must be attached with the DIR-12 filing to validate the appointment legally.
Yes, a board meeting is mandatory to approve the appointment, resignation, or removal of a director. In some cases, shareholder approval via a general meeting may also be required, especially in public companies or if Articles of Association demand it.
Yes, a company can appoint multiple directors in a single board meeting. However, separate DIR-2 forms and documents are needed for each individual, and Form DIR-12 must reflect the details of all appointments correctly.
If DIR-12 is rejected due to errors or missing documents, the company must re-file it with corrections. Repeated errors can lead to penalties and delay in updating MCA records. Hiring a compliance expert ensures the form is filed correctly the first time.
Yes, a company can remove a director without their consent through a special resolution passed at a shareholders’ meeting. However, the director must be given an opportunity to present their case before removal. Proper documentation and ROC filing are mandatory.
While internal operations may continue, updating MCA records is essential to maintain legal compliance. Delay or failure in updating director details can affect the company’s ability to sign official documents, open/operate bank accounts, or participate in tenders and contracts.
Udyog Suvidha Kendra offers expert-led drafting, accurate DIR-12 filing, and complete documentation support at affordable prices. Our quick turnaround and compliance-first approach reduce risk, avoid penalties, and ensure smooth legal updates—trusted by startups, SMEs, and established businesses across India.