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Company Law · ROCDIR-12 filing: appointment, resignation and change of directors
Adding a new director, accepting a resignation or changing designation requires board or shareholder approval and a DIR-12 filing within 30 days. Here is the process, documents and common pitfalls.
Changes in the board of a company must be reported to the ROC in Form DIR-12 under Section 170 and related provisions of the Companies Act, 2013.
Appointment process
| Step | Details |
|---|---|
| DIN | Proposed director must have a DIN (apply through DIR-3 or SPICe+ for new companies) |
| Consent | DIR-2 (consent to act) |
| Declaration | DIR-8 (not disqualified under Section 164) |
| Board resolution | Appointing as additional/regular director |
| Disclosure | MBP-1 (interest in other entities) at first board meeting |
| Filing | DIR-12 within 30 days with resolution and consent |
| Regularisation | Members at next AGM/EGM if appointed as additional director |
Types of directors
- Additional director – appointed by board; till next AGM.
- Director appointed in casual vacancy – in public companies, by board.
- Alternate director – for a director absent from India for 3+ months.
- Nominee director – nominated by investors or lenders.
- Managing director / whole-time director – needs shareholder approval and, in some cases, MR-1 within 60 days.
Resignation
- Written notice to the company.
- Board notes the resignation; company files DIR-12 within 30 days.
- Director may file DIR-11 with reasons within 30 days (optional after 2018 amendment for intimation to ROC, but useful for protection).
- If resignation makes the board fall below minimum, appoint a replacement first.
Worked example
Example: A Delhi start-up has two directors (founders). In August 2026 it appoints an investor's nominee and a third founder joins, while one founder (moving abroad) resigns in October.
| Event | Date | Filing |
|---|---|---|
| Board appoints investor nominee and third founder as additional directors | 12 Aug 2026 | DIR-12 by 11 Sep 2026 |
| Founder 2 resigns (effective date) | 20 Oct 2026 | DIR-12 by 19 Nov 2026; DIR-11 by founder (optional) |
| AGM regularises additional directors | By 30 Sep 2027 (AGM) | MGT-14 if required |
| Resident director check | Ongoing | Ensure one director meets 182-day test |
If the resigning founder was the only resident director, the company must appoint another resident director before he leaves.
Penalties
Late DIR-12 attracts additional fees (₹100 per day slabs up to 12 times the normal fee or as notified). Not maintaining the minimum number of directors or resident director can lead to penalties under the Act.
Common mistakes
- Appointing a person without DIN or with deactivated DIN (DIR-3 KYC not filed).
- Missing the 30-day window.
- Not regularising additional directors at the AGM.
- Resignation filed for a director who is the only resident director.
- Not updating authorised signatories in bank and GST records.
Key takeaway
File DIR-12 within 30 days for every change in the board, with DIR-2 and DIR-8 for appointments, and regularise additional directors at the AGM. Our company compliance team prepares resolutions and DIR-12 filings.
Official references
Provisions discussed (summaries in our Law Library):
- Companies Act, 2013 – Section 149 / 152: Directors
Official sources to verify the current text, notifications and circulars:
Frequently asked questions
What is the time limit to file DIR-12?
Within 30 days of the appointment, resignation, change in designation or cessation of a director.
Who can appoint an additional director?
The board, if authorised by the Articles. The additional director holds office till the next AGM (or the last date on which the AGM should have been held) and must be regularised by shareholders.
Can a director resign by just informing the board?
Yes. A director resigns by written notice to the company; the resignation is effective from the date the notice is received or a later date specified. The company files DIR-12; the director may file DIR-11.
What is the minimum number of directors for a private company?
Two, with at least one director resident in India (stayed 182 days or more in the previous calendar year).
Do I need MGT-14 for appointing a director?
Private companies are exempt from filing MGT-14 for most board resolutions. Public companies file MGT-14 for specified resolutions.
Can an additional director be appointed at the AGM directly as a regular director?
Yes, members can appoint a person as director at the general meeting with the required notices.
What if DIR-12 is filed late?
Additional fees apply based on the period of delay; file as early as possible.
This article is general information on the law as on 10 November 2026, written for educational purposes. It is not professional advice for your case. Section numbers under the Income-tax Act, 2025 should be confirmed with the official section mapping on the Income Tax Department website before use in filings.
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