DIR-12: Director Appointment, Resignation, Change — Filing Guide

What is DIR-12?

DIR-12 is the e-form filed with the RoC to intimate any change in the directorship of a company under Section 152, 168 and 170 of the Companies Act, 2013. Used for:

• Appointment of new director
• Resignation of director
• Removal of director by members
• Change in designation (e.g., director becoming managing director)
• Change in director's details

Due date and late fee

Due date: 30 days from the date of change

Examples:

• New director appointed on 15 May → DIR-12 due by 14 June
• Director resigned on 1 July → DIR-12 due by 30 July

Late filing fee: ₹300-1,200 per day based on company capital, with multiplier (2x to 12x of normal fee) applicable.

Process for new appointment

1. Proposed director must have a valid DIN (apply via DIR-3 if not already allotted)
2. Pass Board resolution (or member resolution for some appointments) approving appointment
3. Proposed director provides Form DIR-2 (consent to act as director) and DIR-8 (disqualification declaration)
4. Update statutory register of directors
5. File DIR-12 within 30 days with attachments:
   • Consent (DIR-2)
   • Declaration (DIR-8)
   • Board/member resolution
   • Letter of appointment
   • Identity and address proof of director
6. Sign with DSC of existing director + CA/CS/CMA certification

Process for resignation

1. Resigning director submits written resignation letter to the Board
2. Resigning director files Form DIR-11 within 30 days (optional but recommended — protects director from being held liable for company defaults after resignation date)
3. Board notes resignation in a meeting
4. Company files DIR-12 within 30 days from effective date of resignation
5. Attachments: Resignation letter, board resolution, DIR-11 acknowledgment (if filed)

Important: Resigning directors should file DIR-11 themselves. Otherwise, until DIR-12 is filed by the company, they remain liable for compliance defaults.

Minimum director requirements

After any change, ensure minimum directors:

• Pvt Ltd — Minimum 2 directors
• OPC — Minimum 1 director
• Public Ltd — Minimum 3 directors
• At least one director must be Indian resident in all cases (stayed 182+ days in previous FY)

If resignation reduces directors below minimum, the resignation cannot take effect until a replacement is appointed. Plan changes accordingly.