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

  • When a director joins or leaves, the company must tell the ROC in DIR-12 within 30 days.
  • Deadline: Within 30 days of the appointment, resignation or change
  • Done in 2 working days after documents
  • Prepared by your Savvy, checked by a CA
  1. Board resolution or meeting date
  2. Is this an additional director by the board
  3. Check DIN status and DIR-3 KYC of the appointee on MCA master data
  4. DIR-12 SRN and challan
The law and the stepsPay and start · ₹2,499One time, + 18% GST

Answer in brief

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).

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From the official sources

What the law says, and what trips people up

From the official portal's manuals and FAQs, with the source for each point.

The law

  • Companies Act 2013, Sec 170(2)

    Return of particulars of every director and KMP appointed, and of any change, to be filed with the Registrar within 30 daysSource

  • Companies (Appointment and Qualification of Directors) Rules 2014, Rule 18

    That return is filed in Form DIR-12 with the fee, within 30 days of the appointment or changeSource

  • Companies (Appointment and Qualification of Directors) Rules 2014, Rule 8

    Appointee gives written consent in DIR-2 on or before appointment; company files it with the Registrar in DIR-12 within 30 daysSource

  • Companies (Appointment and Qualification of Directors) Rules 2014, Rule 9

    A person to be appointed director of an existing company applies for a DIN in Form DIR-3, attaching the board resolution proposing the appointmentSource

  • Companies Act 2013, Sec 168(1) and (2)

    Director resigns by written notice; board notes it and the company informs the Registrar; resignation takes effect on receipt of notice or the later date statedSource

  • Companies Act 2013, Sec 168(1) proviso

    The resigning director may also send a copy of the resignation with detailed reasons to the Registrar within 30 days (optional since the 2018 change from 'shall' to 'may')Source

  • Companies (Appointment and Qualification of Directors) Rules 2014, Rules 15 and 16

    Company reports the resignation in DIR-12 within 30 days of receiving notice; resigning director's copy goes in DIR-11 within 30 daysSource

  • Companies Act 2013, Sec 172

    Default in Chapter XI with no specific penalty: ₹50,000 plus ₹500 a day, up to ₹3 lakh for the company and ₹1 lakh for each officer in defaultSource

  • Government fee

    Normal filing fee by nominal (authorised) share capital under the Companies (Registration Offices and Fees) Rules 2014: below ₹1,00,000: ₹200; ₹1,00,000 to below ₹5,00,000: ₹300; ₹5,00,000 to below ₹25,00,000: ₹400; ₹25,00,000 to below ₹1 crore: ₹500; ₹1 crore or more: ₹600. Source: https://vasai.icai.org/resources/Utilities/Penalty_for_Late_Filing_in_ROC/Penalty_for_Late_Filing_in_ROC.aspx DIR-11 is charged on the same slab of the company's capital (practitioner source: https://www.registerkaro.in/post/resignation-of-director-dir-11-form).

  • Late fee or penalty

    Additional fee as a multiple of the normal fee (Companies (Registration Offices and Fees) Amendment Rules 2022, from 1 July 2022): up to 30 days: 2 times; more than 30 to 60 days: 4 times; more than 60 to 90 days: 6 times; more than 90 to 180 days: 10 times; beyond 180 days: 12 times. Source: https://ca2013.com/wp-content/uploads/2022/01/Companies-Fees-Rules-2022.pdf Separately, the ROC can levy a Sec 172 penalty of ₹50,000 plus ₹500 a day (cap ₹3 lakh company, ₹1 lakh officer). Source: https://ca2013.com/172-punishment/

On the portal

  1. Login to MCA V3 (https://www.mca.gov.in) with the business user ID of the signing director or professional
  2. Check that the signatory's DSC is registered on V3 against the DIN or PAN or membership number used in the form
  3. Open e-form DIR-12 from the company e-filing forms list and enter CIN
  4. Choose purpose: appointment, cessation or change in designation, for each director or KMP (several persons with the same date can go in one form)
  5. Enter DIN, designation, category and date; for cessation, reason and date of receipt of notice
  6. Fill the web form; company data is prefilled from master data, so check it against records before moving on
  7. Upload attachments as PDF (2 MB per file, 10 MB total for most forms)
  8. Affix DSC of the company signatory and, where the form needs it, the certifying professional
  9. Submit, pay the fee shown (normal plus any additional fee) and note the SRN
  10. Track the SRN on the application dashboard; download challan and approval when issued
  11. For DIR-11: the director logs in with own user ID, selects DIR-11, enters CIN, DIN and resignation date, attaches letter and dispatch proof, signs with own DSC and pays

What trips people up

  • Filing DIR-12 without DIR-2 and DIR-8

    Collect both before the board meeting and attach themSource

  • Backdated effective date

    Use the real date; V3 cross-checks it with board intimation and signature timestampsSource

  • Appointee's DIN inactive (KYC not done)

    Complete DIR-3 KYC first; late or reactivation KYC fee is ₹5,000 since the April 2026 amendmentSource

  • Fields masked after submission in DIR-12, hard to verify

    Check all details against records before final submission and keep a copy of the prefilled dataSource

  • Assuming DIR-11 replaces the company's DIR-12

    DIR-11 is the director's optional record; the company must still file DIR-12Source

  • DSC not registered or not associated with the DIN on V3

    Register the DSC on the signatory's V3 business user profile with the right role and DIN before signing; remove any old V2 association that blocks itSource

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.Source

When does a resignation take effect?

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

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).Source

Does a director stay liable after resigning?

Yes, for offences that happened during their tenure.Source

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.Source

IDFD

How we solve it: 4 steps

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Step 1 of 4 · What we need from you

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Ready0 / 8
  • Board resolution or meeting date
  • Consent to act, DIR-2
  • Non-disqualification declaration, DIR-8
  • Director's DIN (or DIR-3 papers)
  • Director's DSC for DIR-11Optional
  • Resignation letter, signed and dated
  • Proof of dispatch of resignation
  • Designation and category of director

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