Introduction

Every company registered under the Companies Act, 2013 must notify the Ministry of Corporate Affairs (MCA) whenever there is a change in its Board of Directors. This includes appointment, resignation, cessation, change in designation, or re-appointment.

Such changes are reported using Form DIR-12, which is mandatory for updating the MCA records and ensuring legal compliance.

This guide by Bisways Consulting Group explains what DIR-12 is, when to file it, documents required, timelines, and the complete filing process.

What Is Form DIR-12?

Form DIR-12 is an MCA e-form used to intimate:

• Appointment of new directors

• Resignation or cessation of existing directors

• Change in designation (e.g., Director → Managing Director)

• Re-appointment of directors

DIR-12 ensures that the public records of the company on the MCA portal remain accurate and up to-date.

Step-by-Step Filing Process for DIR-12

For Appointment

• Appointment of a Director

• Resignation of a Director

• Removal of a Director

• Change in designation

• Retirement by rotation

• Appointment of Additional Director

• Regularisation of Additional Director

Deadline:

DIR-12 must be filed within 30 days of the Board/Shareholder resolution.

Step-by-Step Filing Process for DIR-12

For Appointment

• DIR-2 – Consent to act as Director

• Declaration of non-disqualification (DIR-8)

• Board Resolution

• Notice of appointment

• Letter of appointment

• Identity and address proof (PAN, Aadhaar, etc.)

For Resignation

• Resignation letter from the director

• Board Resolution acknowledging resignation

• Proof of cessation

• Updated list of directors

For Change in Designation

• Board Resolution approving designation change

• Appointment/regularisation documents

• Consent as required

Consequences of Non-Filing

Step 1: Hold a Board Meeting

Pass a resolution for appointment, resignation, or change in designation.

Step 2: Collect Required Documents

Ensure DIR-2, DIR-8, resignation letter, or other attachments are ready.

Step 3: Prepare DIR-12 on MCA Portal

Fill details such as:

• DIN

• Name of director

• Effective date

• Type of change (appointment/resignation)

Step 4: Upload Attachments

Attach all required documents in PDF format.

Step 5: Sign with DSC

The form must be digitally signed by:

• Director

• Company Secretary (if applicable)

• Practising professional (CS/CA/CMA) in some cases

Step 6: Pay Filing Fees

Fees depend on the company’s authorised share capital.

Step 7: SRN Generation

After upload, MCA generates an SRN as acknowledgment.

Consequences of Non-Filing

Failure to file DIR-12 may result in:

• Penalties for company and officers

• Director status not updated on MCA portal

• Non-compliance issues during audits

• Problems in future ROC filings

• Notices from MCA

Common Issues While Filing DIR-12

• Wrong designation selected

• Incomplete board resolutions

• Using an incorrect effective date

• Not attaching DIR-2 or resignation letter

• Incorrect DIN or mismatch with MCA records

Professional verification before filing prevents errors and rejections.

Importance of DIR-12 Compliance

• Ensures transparency of board structure

• Maintains correct governance records

• Mandatory for banking, ROC filings, and legal procedures

• Protects the company from penalties and disputes

• Required for statutory audits and compliance reviews

Conclusion

Form DIR-12 is essential for notifying the MCA of any director-related changes. Timely filing ensures legal compliance, accurate board management, and smooth functioning of the company. Whether appointing new leadership or updating designations, following the DIR-12 process properly is crucial.
Bisways Consulting Group provides end-to-end support for director appointment, resignation, MCA filings, corporate restructuring, and ROC compliance.