Your co-founder emailed his resignation three weeks ago, or the board brought in a new director at last month’s meeting, and nobody has told the Registrar yet. Until Form DIR-12 goes in, the MCA record still shows the old board, and the 30-day clock is already running.
This guide covers when DIR-12 is required, what to attach for an appointment versus a resignation, the director’s own DIR-11, the fee and late-fee slabs, what happens when the last director walks out, and how to file it on the V3 portal and check that the change has landed.
What Form DIR-12 Is and When You Must File It
DIR-12 is the return a company files with the Registrar of Companies (ROC) whenever its board or key managerial personnel (KMP) change. It comes from two places in the Companies Act, 2013. Section 170(2) and Rule 18 of the Companies (Appointment and Qualification of Directors) Rules, 2014 require a return of every appointment and change among directors and KMP. Section 168(1) and Rule 15 of the same Rules require the company to tell the ROC when a director resigns. Rule 8 also routes the new director’s consent to the ROC through DIR-12.
The V3 form offers five purposes: appointment, cessation, change in designation, appointment due to disqualification of all existing directors, and appointment by a liquidator, IRP or RP. In practice you file it for:
- Appointment of a director, managing director, whole-time director, additional, alternate or nominee director, or a director appointed in a casual vacancy.
- Cessation, whether by resignation under Section 168, vacation of office under Section 167, removal under Section 169, death, an additional or alternate director not being re-appointed, or a nominee’s nomination being withdrawn.
- Change in designation, for example an additional director regularised as a director at the AGM, or a director becoming managing director.
- KMP changes: the appointment or cessation of a manager, company secretary, CEO or CFO.
One form can carry up to 15 directors and four KMP, so a board reshuffle does not need a stack of filings.
The 30-Day Window
Section 170(2) gives you 30 days from the appointment or change. For resignations, Rule 15 counts the 30 days from the date the company receives the resignation notice. The resignation itself takes effect on that receipt date or a later date named in the notice, whichever is later (Section 168(2)). If a director writes on 1 March that he is leaving on 31 March, the safe course is to count from 1 March.
Rule 15 also asks you to post the resignation on the company’s website, if it has one, and Section 168(1) requires it to be reported in the directors’ report at the next general meeting. If you are late on several events, the V3 form wants a separate DIR-12 for each event date that falls outside the 30 days.
Before You File: DIN, DSC and Consents
Section 152(3) bars anyone from being appointed a director without a Director Identification Number, and the V3 form accepts only an approved DIN for an appointment. If the person is unsure of their number, or you want to confirm the DIN they quoted belongs to them, our guide to DIN number search shows how to find it by name or PAN.
A DIN deactivated for a missed KYC will not pass. The director first has to file DIR-3-KYC-Web, and a filing to reactivate a DIN costs ₹5,000: the late-KYC fee that has applied since 2018, which the April 2026 fee amendment kept. The DIR-3 KYC guide covers the new once-every-three-years cycle.
Other checks before you open the form:
- Digital signatures. The new director signs the consent block inside the form with their own DSC, and a director, manager, CS, CEO or CFO signs the form for the company. The signatory’s DSC must be registered on the MCA portal; see our DSC guide for MCA filings.
- Directorship limits. Section 165 caps a person at 20 directorships, of which no more than 10 can be public companies, and the form checks the appointee’s existing boards against these limits.
- KMP without a DIN. A CFO, CEO or manager can be added with a PAN instead; the form verifies the name, father’s name and date of birth against the PAN database.
- Land-border nationals. An appointee from a country that shares a land border with India needs Ministry of Home Affairs security clearance, attached with the consent (Rule 8).
DIR-12 Attachments: Appointment vs Resignation
Under Rule 8, the appointee hands the company a written consent in Form DIR-2 on or before appointment. Under Rule 14, they also give a DIR-8 declaration on whether they are disqualified under Section 164(2). Neither has its own upload slot in the V3 form: the appointee’s consent and declaration sit inside DIR-12 and are signed with their DSC. Most professionals still upload DIR-2, DIR-8 and the board or shareholder resolution as optional attachments (up to five are allowed).
| Event | What goes with the form |
|---|---|
| Appointment of a director | In-form consent signed by the appointee; DIR-2, DIR-8 and resolution as optional uploads; interest in other entities |
| Resignation of a director | Notice of resignation (mandatory) and evidence of cessation (mandatory) |
| Other cessation of a director | Evidence of cessation (mandatory) |
| KMP appointment | PAN or DIN details; CS membership number for a company secretary |
| KMP cessation | Evidence of cessation (mandatory) |
| Appointment by liquidator | Court or NCLT order and the INC-28 SRN |
For a resignation, evidence of cessation is usually the board resolution taking note of it. The board does not accept or reject a resignation; Section 168(1) only asks it to “take note”. Attachments are PDF or JPG, up to 2 MB each.
The Director’s Own Filing: Form DIR-11
DIR-12 is the company’s job. The resigning director has a separate, optional form: DIR-11, a notice of resignation sent straight to the ROC within 30 days. It used to be compulsory, but the Companies (Amendment) Act, 2017 changed “shall” to “may” in Section 168(1) from 7 May 2018, and Rule 16 was amended the same day.
It is still worth filing when you do not trust the company to file DIR-12 on time. The form needs the notice of resignation you gave the company, proof of dispatch (a courier or post receipt, or the email), and the company’s acknowledgement if you received one. You give your reason (management dispute, personal or other) and pay the fee under the Fees Rules. A foreign director can authorise a practising CA, CS or cost accountant, or a resident director, to sign DIR-11 for them once the company has filed DIR-12 (Rule 16).
Two cautions. Once a cessation has been filed for you, through DIR-11 or DIR-12, you can no longer sign the company’s DIR-12. And under the proviso to Section 168(2), you stay liable for offences that happened while you were on the board.
DIR-12 Fees and Late Fees
The normal fee comes from the Annexure to the Companies (Registration Offices and Fees) Rules, 2014 and depends on your nominal (authorised) share capital:
| Authorised capital | DIR-12 fee |
|---|---|
| Below ₹1,00,000 | ₹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 |
| Company without share capital | ₹200 |
File after the 30 days and an additional fee is added on top, as a multiple of the normal fee:
| Delay after the 30 days | Additional fee |
|---|---|
| Up to 30 days | 2 times the normal fee |
| 31 to 60 days | 4 times |
| 61 to 90 days | 6 times |
| 91 to 180 days | 10 times |
| More than 180 days | 12 times |
So a company with ₹10,00,000 authorised capital that files 45 days after the window closed pays ₹400 plus 4 x ₹400, or ₹2,000. That is cheap. The penalty is not. Section 172 lets the ROC levy ₹50,000 on the company and on every officer in default, plus ₹500 a day for a continuing default, capped at ₹3,00,000 for the company and ₹1,00,000 per officer.
ROCs do use it. In a February 2026 order, ROC Chhattisgarh fined a private company and two of its directors ₹82,500 each because a company secretary’s resignation was reported roughly three months after it happened, even though the DIR-12 had gone through with additional fees.
What Happens If the Last Director Resigns
A private company needs at least two directors, a public company three and an OPC one. A resignation still takes effect under Section 168(2) even if it leaves the board short; the company then has to fill the gap.
If every director resigns or vacates office, Section 168(3) says the promoter, or in the promoter’s absence the Central Government, appoints the required number of directors. They hold office until the company appoints directors in a general meeting. The V3 form lists “Promoter Shareholder” among its signatory options.
The practical trap is the signature. DIR-12 cannot be signed by the person whose cessation it reports, or by anyone whose cessation is already on record. If the only other director has gone, there may be nobody left to sign. Appoint the replacement first, or report the appointment and the resignation in the same DIR-12, while someone eligible can still sign. Where all directors are disqualified rather than resigned, the separate “appointment due to disqualification of all the existing directors” option applies. A company can use it only once, and the ROC processes it manually.
How to File DIR-12 on the MCA V3 Portal
- Log in to the MCA portal with your V3 credentials.
- Go to MCA Services, then E-Filing, then Company Forms Download, and open DIR-12 under “Appointment / Change related filings”. You can also type DIR-12 into the site search.
- Enter the CIN. Company users see it pre-filled; professionals search by company name.
- Enter how many directors and KMP the form covers, then fill each block: purpose, DIN or PAN, designation, event date, category and, for a cessation, the reason.
- Upload the attachments and save a draft if you need to collect signatures.
- Submit. The portal validates the form and generates an SRN.
- Download the PDF, have the appointee, the company’s signatory and (unless you are an OPC or small company) a practising CA, CS or cost accountant sign it with their DSCs, and upload it.
- Pay the fee. An SRN left unpaid too long is cancelled, so do not park it.
- Keep the acknowledgement. The approval or rejection email follows.
Most DIR-12s are processed straight through (STP): the system takes them on record with no officer review, and there is no resubmission route. Get every date and DIN right before you pay. Removals under Section 169, vacation under Section 167, companies flagged for a management dispute, and the two special appointment options go to an ROC officer instead.
Check That the Change Reached the Company’s Master Data
Do not assume the record has updated. Open the company’s master data on the MCA portal and read the Director/Signatory Details section, which lists each director with DIN and appointment date. It should match your board as of the event date. Our V3 master data guide walks through the screen. Do not look for the DIR-12 itself in View Public Documents: MCA treats it as a private document and does not show it there.
For a quicker check, run the DIN through WeeDoo director search. The profile splits a person’s boards into current and past companies, so you can see whether yours has moved across once our data picks up the change. On the company side, WeeDoo company search lists each director with DIN and designation, and our guide to finding a company’s directors covers the other places to cross-check.
Frequently Asked Questions
Who signs Form DIR-12?
A director, manager, company secretary, CEO or CFO signs for the company, but never the person whose exit or redesignation the form reports. Each new director also signs the in-form consent with their own DSC. A practising CA, CS or cost accountant certifies the form, except for an OPC or a small company.
Is DIR-11 mandatory for a director who resigns?
No. Since 7 May 2018 the director “may” file DIR-11 within 30 days of resigning. Filing DIR-12 is the company’s duty either way. DIR-11 is your own record that you left, which matters if the company is slow or uncooperative.
Do we need DIR-12 when an additional director is regularised at the AGM?
Yes. Under Section 161(1) an additional director holds office only until the next AGM, or the last date by which it should have been held, whichever is earlier. If the members appoint them as a regular director, file DIR-12 for a change in designation within 30 days. If they are not appointed, file a cessation with the reason “not been re-appointed”.
What if the company never files DIR-12 after I resign?
Your resignation still takes effect under Section 168(2) from the date the company received your notice, or the later date you named. File DIR-11 with proof of dispatch so the ROC has your side on record. The default, and the Section 172 penalty, sits with the company and its officers in default.
Can one DIR-12 cover several directors?
Yes, up to 15 directors and four KMP, and each block can have its own purpose, so one form can report an appointment and a resignation together. The exception is late filing: each event date outside the 30-day window needs its own DIR-12.
