Udyog Suvidha Kendra
Director Change Filing

Director Change
Appointment or Resignation

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.

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Corporate Governance

What is Director Change?

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.

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.

Director Change Register

Types of Director Changes

The Companies Act, 2013 recognizes several types of Director Changes, each with its own legal process.

Director Conditions

Appointment of New Director

A new director is appointed to strengthen the board or meet statutory requirements. Appointment requires Board/Shareholder approval, Consent in DIR-2, valid DIN, and DIR-12 filing.

Resignation of Director

A director resigns by submitting a resignation letter. The company passes a Board Resolution and files DIR-12. The director may optionally file DIR-11.

Removal by Shareholders

Under Section 169, shareholders may remove a director before term expiry by passing an Ordinary Resolution after giving the director an opportunity to be heard.

Change in Designation

E.g., Additional to Regular Director. Requires regularization in AGM and filing of DIR-12.

Retirement / Casual Vacancy

Retirement by rotation or casual vacancy (e.g., due to death) must be filled promptly by the board.

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 Filing 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 Changes

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 or Mandatory Changes

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 prescribed timelines.

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.

2

Obtain Consent or Resignation Letter

For appointment, the incoming director must provide 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.

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 resignation letter and update internal records accordingly.

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, and Change in Designation. Supporting documents to be attached include Board Resolution, DIR-2 or Resignation Letter, and Proof of Identity and Address for new directors.

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.

✓

Reflect Changes in ROC and MCA Records

After successful filing, the MCA portal will be updated to reflect the change in directors. This ensures transparency for stakeholders, banks, and regulators. Note: If the director change involves a foreign national or 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.

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 regulatory complications.

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

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

Delays in filing director changes can result in:

  • Ineligibility for 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 operations.

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

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.

How Udyog Suvidha Kendra Helps

Expert Legal Drafting & Filing

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

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.

Affordable Compliance Plans

Choose from our budget-friendly pricing options tailored for startups, SMEs, and established companies. No hidden fees, complete transparency.

We are India's fastest growing online business services platform dedicated to helping people start and grow their business. Our aim is to help the entrepreneur with regulatory requirements and offering support at every stage.

Frequently Asked Questions

What is the process for changing a director in a company?

Which form is required to be filed for director change?

What are the reasons a company might change its directors?

Can an NRI or foreign national be appointed as a director in an Indian company?

What is the timeline for completing the director change process?

What documents are required to change a company director?

What are the penalties for late filing of DIR-12?

Can a director resign voluntarily? What is the process?

What is DIR-2 and why is it needed?

Is it mandatory to hold a board meeting for director change?

Can a company appoint more than one director at a time?

What happens if DIR-12 is rejected by MCA?

Can a company remove a director without their consent?

How does director change affect company operations?

Why choose Udyog Suvidha Kendra for director change filing?

Director Change in Different States

Andhra Pradesh Arunachal Pradesh Assam Bihar Chhattisgarh Goa Gujarat Haryana Himachal Pradesh Jharkhand Karnataka Kerala Madhya Pradesh Maharashtra Manipur Meghalaya Mizoram Nagaland Odisha Punjab Rajasthan Sikkim Tamil Nadu Telangana Tripura Uttar Pradesh Uttarakhand West Bengal Delhi Chandigarh Ladakh Lakshadweep Puducherry Jammu & Kashmir Andaman & Nicobar Dadra & Nagar Haveli

Director Change in Major Cities

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