Form DIR-12 is the form a company files with the Registrar of Companies (ROC) when a director or key managerial person (KMP) is appointed, resigns, is removed or changes designation. It is due within 30 days of the change. Its full name is "Particulars of appointment of directors and the key managerial personnel and the changes among them".
This guide covers when DIR-12 is needed, what to attach, how to file it on the MCA portal, the fee and late fee, and how it differs from DIR-11.
- File DIR-12 within 30 days of the appointment, resignation, removal or change in designation (section 170(2) of the Companies Act, 2013 and rule 18 of the Appointment Rules).
- A new director needs a DIN and gives consent in Form DIR-2, which the company files with the ROC within 30 days.
- On a resignation, the company files DIR-12 within 30 days of receiving the letter. The director may also file DIR-11; it is optional.
- Fee: ₹200 to ₹600, set by the company's nominal share capital. Filing late costs an extra 2 to 12 times that fee.
- A CA, CS or CMA in whole-time practice must certify DIR-12, except for a one person company (OPC) or a small company.
What is Form DIR-12?
Section 170(2) of the Companies Act, 2013 says a company must file a return of its directors and KMP with the ROC within 30 days of every appointment and of every change. Rule 18 of the Companies (Appointment and Qualification of Directors) Rules, 2014 names the form for it: DIR-12. The ROC uses it to update the company's list of directors on the MCA records.
The company files DIR-12, not the director. The "DIR" forms are the director forms under those rules: DIR-2 is the consent, DIR-3 the DIN application, DIR-6 a change in a director's own details, DIR-8 the disqualification intimation, DIR-11 the director's copy of a resignation.
KMP means the CEO, managing director or manager, the company secretary, a whole-time director and the CFO (section 2(51)).
When is DIR-12 needed?
| Event | DIR-12? | The 30 days count from |
|---|---|---|
| A new director is appointed, including an additional, alternate or nominee director | Yes | The date of appointment |
| A director resigns | Yes | The date the company receives the resignation letter |
| Members remove a director (section 169) | Yes | The date the resolution is passed |
| A director's office falls vacant (section 167), or a director dies | Yes | The date of the event |
| An additional director is appointed as a regular director at the AGM, or a director becomes managing director | Yes | The date of the change |
| A KMP (CEO, CFO, company secretary, manager) is appointed or leaves | Yes | The date of appointment or exit |
| First directors named at incorporation | No: they are filed in the incorporation form | ✗ |
| A director changes their own address, mobile, email or name | The director files DIR-3 KYC Web or DIR-6. See change in director details | ✗ |
DIR-12 due date
DIR-12 is due within 30 days of the event. There is no other date and no yearly filing.
| Example | DIR-12 due by |
|---|---|
| Additional director appointed by the Board on 1 December 2026 | 31 December 2026 |
| Resignation letter received by the company on 10 November 2026 | 10 December 2026 |
| Director removed at a general meeting on 5 January 2027 | 4 February 2027 |
On a resignation, the company must also put the resignation on its website within the same 30 days, if it has a website (rule 15).
What to attach
| Event | Attach |
|---|---|
| Appointment | The director's consent in Form DIR-2; a certified copy of the Board or members' resolution; the letter of appointment, if one was issued; the director's declaration of interest (Form MBP-1), if they have interests in other entities |
| Resignation | The resignation letter; proof that the company received it; a certified copy of the Board resolution taking note of it |
| Removal, vacation or death | Evidence of cessation: the members' resolution, the order, or the death certificate |
| Change in designation | A certified copy of the resolution |
How to file DIR-12 on the MCA portal
- Pass the resolution. The Board appoints an additional director or takes note of a resignation. The members appoint a director in a general meeting or remove one.
- Collect the documents listed above.
- Open DIR-12 on the MCA V3 portal. Log in at mca.gov.in with the company's user ID and open DIR-12 under MCA Services, Company e-filing. It is an online web form: there is no PDF to download and fill offline.
- Enter the details: the CIN, then each person's DIN or PAN, designation, the event and its date.
- Attach the documents as PDF files.
- Sign and certify. A director signs with a digital signature (DSC). A CA, CS or CMA in whole-time practice certifies the form, unless the company is an OPC or a small company (paid-up capital up to ₹10 crore and turnover up to ₹100 crore, from 1 December 2025).
- Pay the fee and keep the SRN (service request number). The ROC updates the list of directors once the form is approved.
Want us to file it? See our DIR-12 filing service.
DIR-12 fees
The government fee for DIR-12 is the normal filing fee in the Companies (Registration Offices and Fees) Rules, 2014. It depends on the company's nominal (authorised) share capital.
| Nominal share capital | Fee |
|---|---|
| Below ₹1 lakh | ₹200 |
| ₹1 lakh to ₹4,99,999 | ₹300 |
| ₹5 lakh to ₹24,99,999 | ₹400 |
| ₹25 lakh to ₹99,99,999 | ₹500 |
| ₹1 crore or more | ₹600 |
| Company without share capital | ₹200 |
Late fee and penalty
If DIR-12 is filed after the 30 days, an additional fee is added to the normal fee. The table below is the one in force from 1 July 2022 (G.S.R. 12(E)).
| Delay after the due date | Additional fee |
|---|---|
| Up to 30 days | 2 times the normal fee |
| More than 30 days, up to 60 days | 4 times |
| More than 60 days, up to 90 days | 6 times |
| More than 90 days, up to 180 days | 10 times |
| More than 180 days | 12 times |
There is no "₹100 a day" fee for DIR-12. The ₹100 a day additional fee applies to annual filing forms (MGT-7 and AOC-4), not to DIR-12.
Example. A company with a nominal capital of ₹10 lakh appoints a director on 1 November 2026. DIR-12 is due by 1 December 2026. The company files on 15 January 2027, 45 days late. The normal fee is ₹400 and the additional fee is 4 times that, ₹1,600. The company pays ₹2,000 in all.
Penalty. Section 170 has no penalty of its own, so a default falls under the general penalty in section 172: ₹50,000 for the company and for each officer in default, plus ₹500 for each day the default continues, up to ₹3 lakh for the company and ₹1 lakh for each officer.
DIR-11 vs DIR-12
| DIR-12 | DIR-11 | |
|---|---|---|
| Who files | The company | The director who resigned |
| Required? | Yes | No. Optional since 7 May 2018 (the 2017 amendment changed "shall" to "may") |
| When | Within 30 days of receiving the resignation | Within 30 days of resigning |
| What it says | The resignation, for the ROC's records | A copy of the resignation letter, with reasons |
| Who can sign for a foreign director | ✗ | A practising CA, CS or CMA, or a resident director of the company, if the director authorises them |
DIR-11 helps a director whose company does not file DIR-12: it puts their resignation on record with the ROC.
Appointing a director
The person must have a DIN (director identification number), give consent in Form DIR-2 and tell the company in Form DIR-8 about any disqualification under section 164(2). The Board can appoint an additional director if the articles allow; that director holds office up to the next AGM. Otherwise the members appoint the director in a general meeting. Then the company files DIR-12 within 30 days.
The full rules and the minimum and maximum number of directors are on our director appointment page.
Resignation
A director resigns by written notice to the company. It takes effect on the date the company receives it, or a later date given in the notice. The company files DIR-12 within 30 days of receiving it. The director stays liable for offences that happened during their time as director. See the director resignation page for the steps and what the letter should say.
Removal
Only the members can remove a director under section 169, by an ordinary resolution at a general meeting, after special notice and a chance for the director to be heard. The company then files DIR-12 within 30 days. The steps and time limits are on the director removal page.
Frequently asked questions
What is the DIR-12 form for?
DIR-12 tells the ROC that a director or KMP of a company was appointed, resigned, was removed or changed designation. The company files it within 30 days of the change.
Is DIR-12 required for resignation of director?
Yes. The company must file DIR-12 within 30 days of receiving the director's resignation letter (rule 15). The director's own DIR-11 is optional.
What is the difference between Forms DIR-11 and DIR-12?
DIR-12 is filed by the company and is required for every change in directors. DIR-11 is filed by the director who resigned, with a copy of the resignation and reasons, and is optional since 7 May 2018.
How to download form no DIR-12?
DIR-12 is now an online web form on the MCA V3 portal. You fill it after logging in; there is no PDF to download and fill offline.
Is DIR-12 required for CEO?
Yes, when the CEO is a key managerial person. Section 170(2) covers the appointment of every director and KMP, and a CEO is a KMP under section 2(51).
What happens if DIR-12 is not filed?
The ROC's list of directors stays wrong. When the company files late, it pays an additional fee of 2 to 12 times the normal fee. A penalty under section 172 can also apply.
What are the fees for filing the DIR-12 form?
₹200 to ₹600, set by the company's nominal share capital: ₹200 below ₹1 lakh and ₹600 at ₹1 crore or more. A company without share capital pays ₹200.
What is evidence of cessation in DIR-12?
It is the document that shows a director has left: the resignation letter and proof the company received it, the members' resolution removing the director, an order, or a death certificate.
Does DIR-12 require certification?
Yes. A CA, CS or CMA in whole-time practice must certify it, unless the company is an OPC or a small company.
How to upload DIR-12 on MCA?
Log in to the MCA V3 portal, open DIR-12 under MCA Services, Company e-filing, fill in the details, attach the documents, sign with a director's DSC, get it certified if needed, and pay the fee.
Is DIR-12 required for first directors?
No. Directors named when the company is incorporated are filed in the incorporation form. DIR-12 is for later changes.
What is the penalty for late filing the DIR-12 form?
An additional fee of 2 times the normal fee for up to 30 days late, rising to 12 times after 180 days. A penalty under section 172 can also apply.
Which form is required for appointment of director?
The new director gives consent in DIR-2 and makes the DIR-8 intimation. The company files DIR-12 within 30 days. If the person has no DIN, they apply for one in DIR-3 first.
Hinglish mein sawaal
DIR-12 kab tak file karna hota hai?
Director ki appointment, resignation ya removal ke 30 din ke andar. Resignation mein 30 din company ko letter milne ki date se gine jaate hain.
Director resign kare to kaun sa form bharna padta hai?
Company DIR-12 file karti hai, 30 din ke andar. Director chahe to apni taraf se DIR-11 bhi file kar sakta hai; yeh zaroori nahi hai.
