Whenever a director joins or leaves your company, the change has to be filed with the MCA in Form DIR-12 — within 30 days. Whether it is an appointment, a resignation or a removal, the mechanics are similar but the paperwork differs. This guide walks through each case, the supporting forms, and the 30-day clock that starts on the day it happens.
- Every director change is filed in DIR-12 within 30 days of the event.
- An incoming director needs a DIN and DSC and gives consent in DIR-2.
- On resignation, the company files DIR-12 and the director may file DIR-11.
- Removal by shareholders needs a special procedure with notice and a resolution.
The three scenarios
| Event | Company files | Director files |
|---|---|---|
| Appointment | DIR-12 (+ DIR-2 consent) | — |
| Resignation | DIR-12 | DIR-11 (optional) |
| Removal | DIR-12 (after resolution) | — |
Appointing a director
- The proposed director needs a DIN and a DSC.
- Pass a board or shareholder resolution as required.
- File DIR-12 with the consent (DIR-2) within 30 days.
Resignation or removal
On resignation, the company files DIR-12 and the outgoing director may file DIR-11 to record their side. Removal by shareholders follows a special procedure under the Companies Act with special notice, an opportunity to be heard, and an ordinary resolution.
“Every director change is a filing, and the clock starts the day it happens. Thirty days passes faster than you think.”
Frequently asked questions
What if we miss the 30-day DIR-12 deadline?
Late filing attracts additional MCA fees that increase with the delay. File as soon as possible to limit the cost.
Can a director resign if they are the only director?
A company must always have the minimum number of directors. A sole director cannot leave the company without directors — a replacement must be appointed.
Does a resigning director have to file DIR-11?
DIR-11 is filed by the director to record their resignation independently. It is advisable, especially in a dispute, though the company's DIR-12 is the mandatory filing.
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