Director appointment or resignation, DIR-12 (and DIR-11)

Compliance Pack

Director appointment or resignation, DIR-12 (and DIR-11)

What this means, checked by a CA

When a director joins or leaves, the company must tell the ROC in DIR-12 within 30 days. We draft the board papers, collect consent and declarations, and file DIR-12 (and DIR-11 for a resigning director who wants their own record).

₹2,499

One time, + 18% GST

  • Delivered in 2 working days after documents
  • Due: Within 30 days of the appointment, resignation or change

How we do it: IDFD

Every case runs through the same four steps: Information, Discussion, Forms, Deliverables. You see each one ticked as it happens.

InformationWhat we need from you · 8 items
  1. Board resolution or meeting date

    Fixes the effective date

  2. Consent to act, DIR-2

    Mandatory attachment for appointment

  3. Non-disqualification declaration, DIR-8

    Shows director is not disqualified

  4. Director's DIN (or DIR-3 papers)

    No appointment without a DIN

  5. Director's DSC for DIR-11Optional

    Director signs own DIR-11

  6. Resignation letter, signed and dated

    Starts the 30-day clock

  7. Proof of dispatch of resignation

    Proves the date company received it

  8. Designation and category of director

    Entered in DIR-12

DiscussionWhat we discuss · 6 items
  1. Is this an additional director by the board, or appointed by members at a general meeting?

    Decides resolution type and later regularisation at the AGM

  2. Does the person already have an active DIN with DIR-3 KYC done?

    If not, DIR-3 or KYC must come first

  3. What is the exact effective date: board meeting, notice receipt, or a later date in the letter?

    30-day clock and late fee run from it

  4. After a resignation, will the board still have the minimum number of directors?

    May need an appointment in the same filing

  5. Does the resigning director want to file DIR-11 personally?

    Independent record if the company delays DIR-12

  6. Is any other change happening (MD, KMP, designation)?

    May need MGT-14 or extra entries in DIR-12

FormsForms we file · 7 items
  1. Check DIN status and DIR-3 KYC of the appointee on MCA master data

    Where: https://www.mca.gov.in. Due: Before the board resolution

  2. If no DIN: apply in DIR-3 with photo, ID, address proof and board resolution proposing appointment

    Where: https://www.mca.gov.in. Due: Before appointment

  3. Collect DIR-2 and DIR-8 from the appointee; draft board resolution (and notice for general meeting if members appoint)

    Where: Internal. Due: On or before appointment

  4. For resignation: board takes note of the notice and updates the register of directors

    Where: Internal. Due: Next board meeting

  5. Prepare and file DIR-12 with attachments, professional certification and DSC

    Fee by authorised capital slab; if late, 2x to 12x of normal fee by delay band

    Where: https://www.mca.gov.in. Due: Within 30 days of appointment or cessation

  6. Optional: resigning director files DIR-11 from own login with resignation letter and proof of dispatch

    Where: https://www.mca.gov.in. Due: Within 30 days of resignation

  7. If the appointment was as additional director: regularise at the next general meeting and file DIR-12 for change in designation

    Where: https://www.mca.gov.in. Due: Within 30 days of that meeting

DeliverablesWhat you get · 4 items
  1. DIR-12 SRN and challan

    When: Same day as filing

  2. Updated MCA director list

    When: 1 to 3 days after approval

  3. DIR-11 SRN (if filed)

    When: Same day

  4. Updated register of directors and resolution copies

    When: With filing

Questions people ask

  • Is DIR-11 mandatory for a resigning director?

    No. Since 2018 the Act says the director 'may' send it. The company's DIR-12 is still mandatory.

  • When does a resignation take effect?

    From the date the company receives the notice, or a later date stated in it, whichever is later.

  • What is the penalty if DIR-12 is late?

    Additional fee at 2x to 12x the normal fee, plus a possible Sec 172 penalty of ₹50,000 and ₹500 a day (cap ₹3 lakh company, ₹1 lakh officer).

  • Does a director stay liable after resigning?

    Yes, for offences that happened during their tenure.

  • The company has not filed DIR-12 after I resigned. What can I do?

    File DIR-11 yourself within 30 days with the letter and proof of dispatch. It records your exit date even if master data is not yet updated.

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