Form DIR-12: Changes in Directors Filing Guide
Form DIR-12 is a crucial compliance document that companies must file with the Registrar of Companies (ROC) to intimate any changes in their Board of Directors. Whether it's the appointment of a new director, resignation of an existing director, or changes in designation, DIR-12 ensures that the ROC's records remain current and accurate.
Under Section 170 of the Companies Act, 2013, every company must maintain a register of directors and key managerial personnel, and any changes must be reported within 30 days. This guide provides comprehensive insights into the DIR-12 filing process, documentation requirements, and compliance considerations.
Types of Changes Reported in DIR-12
Appointment of Director
When adding a new director to the board. This includes first directors, additional directors, or directors appointed to fill casual vacancies. Requires DIR-2 consent form.
Resignation of Director
When a director voluntarily resigns from the board. The effective date is crucial and affects the director's liability. Requires resignation letter.
Change in Designation
When an existing director's role changes (e.g., from Additional Director to Director, or appointment as Managing Director/Whole-time Director).
Change in Particulars
Updates to director details such as address, contact information, or other personal particulars (though address changes typically use DIR-6).
Legal Framework and Due Date
Governing Sections
- Section 170: Register of directors and KMP
- Section 168: Resignation of directors
- Section 161: Appointment of additional directors
- Rule 17 & 18: Companies (Appointment and Qualification of Directors) Rules, 2014
Due Date and Penalty
Due Date: Within 30 days of the change
Late Fee: ₹200 per day of delay
Beyond 300 days: Prosecution proceedings may be initiated
Step-by-Step Filing Process
Board Meeting and Resolution
Convene a Board Meeting to approve the director change. Pass a board resolution for appointment, acceptance of resignation, or change in designation. Record the effective date of change.
Obtain Necessary Documents
Collect DIR-2 (consent to act as director) for appointments, resignation letter for resignations, and other supporting documents. Verify that new directors have valid DIN.
Prepare DIR-12
Access the MCA portal and download/launch Form DIR-12. Fill in the CIN, company details, and select the type of change. Enter complete details of the director(s) affected.
Attach Documents
Attach board resolution, DIR-2, resignation letter (if applicable), DIR-8 (declaration of interest), and any other relevant documents. Ensure all documents are properly scanned and legible.
Digital Signature and Certification
Form must be digitally signed by an existing director (not the incoming director). A practicing professional (CA/CS/CMA) must certify the form. Pay the prescribed fees and submit.
Document Checklist
For Appointment
- ☐ Board Resolution for appointment
- ☐ DIR-2 (Consent to act as Director)
- ☐ DIR-8 (Declaration of interest)
- ☐ Proof of Identity (PAN mandatory)
- ☐ Proof of Address
- ☐ Passport-size photograph
- ☐ DIN allotment letter (if new DIN)
For Resignation
- ☐ Resignation letter with date
- ☐ Board Resolution accepting resignation
- ☐ Proof of dispatch of resignation to ROC
- ☐ Acknowledgment from company (if available)
- ☐ Details of reasons (optional but recommended)
Director Identification Number (DIN)
Every person proposed to be appointed as a director must have a valid DIN. If the appointee doesn't have a DIN, it can be applied for through DIR-3 or SPICe+ (for new companies).
DIN Requirements:
- • Valid DIN is mandatory before filing DIR-12 for appointment
- • DIN can be applied along with DIR-12 (only in specific cases)
- • DIR-3 KYC must be completed annually for all DIN holders
- • Deactivated DIN cannot be used for appointment
Penalty Structure
| Violation | Penalty |
|---|---|
| Late filing (per day) | ₹200 per day |
| Company default | Up to ₹1,00,000 |
| Officer in default | Up to ₹50,000 + possible imprisonment |
Special Considerations
Resignation Effective Date
The resignation becomes effective from the date mentioned in the resignation letter or the date of filing with ROC, whichever is later. The resigning director remains liable until the date of filing DIR-12.
Women Directors
Listed companies and certain other classes of companies (PSUs with turnover > ₹300 crore) must have at least one woman director. DIR-12 must be filed for any change in woman director status.
Independent Directors
Appointment and resignation of Independent Directors requires additional compliance including declaration of independence and compliance with Section 149.
Best Practices for Director Changes
Before Appointment
- ✓ Verify DIN status is active
- ✓ Check director's other directorships
- ✓ Ensure no disqualification under Section 164
- ✓ Obtain DIR-2 and KYC documents
For Compliance
- ✓ File DIR-12 within 30 days
- ✓ Maintain proper board minutes
- ✓ Update statutory registers
- ✓ Inform banks and stakeholders