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
Board resolution or meeting date
Fixes the effective date
Consent to act, DIR-2
Mandatory attachment for appointment
Non-disqualification declaration, DIR-8
Shows director is not disqualified
Director's DIN (or DIR-3 papers)
No appointment without a DIN
Director's DSC for DIR-11Optional
Director signs own DIR-11
Resignation letter, signed and dated
Starts the 30-day clock
Proof of dispatch of resignation
Proves the date company received it
Designation and category of director
Entered in DIR-12
DiscussionWhat we discuss · 6 items
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
Does the person already have an active DIN with DIR-3 KYC done?
If not, DIR-3 or KYC must come first
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
After a resignation, will the board still have the minimum number of directors?
May need an appointment in the same filing
Does the resigning director want to file DIR-11 personally?
Independent record if the company delays DIR-12
Is any other change happening (MD, KMP, designation)?
May need MGT-14 or extra entries in DIR-12
FormsForms we file · 7 items
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
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
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
For resignation: board takes note of the notice and updates the register of directors
Where: Internal. Due: Next board meeting
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
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
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
DIR-12 SRN and challan
When: Same day as filing
Updated MCA director list
When: 1 to 3 days after approval
DIR-11 SRN (if filed)
When: Same day
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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