Adding or Removing a Director (DIR-12)

Every board change ends in DIR-12

Whatever the reason for the change, the record with the Registrar is made in Form DIR-12, filed within thirty days of the event. Late filing attracts an additional fee, and an unfiled change is worse than a late one: banks, auditors and due-diligence teams work from the MCA master data, so a director who resigned two years ago but still appears on the record is treated as being on the board.

The thirty days run from the event itself, not from the day someone remembers to mention it. We take the date of the board meeting or the resignation letter as the starting point.

Appointing a director

An incoming director needs a Director Identification Number, which is personal and permanent, and a digital signature to sign the filings. Before appointment the company should hold their written consent to act in Form DIR-2, a declaration that they are not disqualified in Form DIR-8, and a disclosure of interest in other entities in Form MBP-1.

The appointment itself is made either by the members in general meeting or by the board as an additional director where the articles allow it. An additional director holds office only until the next annual general meeting, at which the members must confirm the appointment — a step that is missed often enough to create real problems in later diligence.

Resignation

A director resigns by giving written notice to the company. The resignation takes effect from the date the company receives the notice or a later date stated in it, whichever is later, so the date of despatch and the date of receipt both need recording. The company then files DIR-12.

Where a company is unresponsive — which is common in a falling-out — the outgoing director can file Form DIR-11 in their own name to put the resignation on record. It does not replace the company's filing but it protects the director's position, and we recommend it whenever the exit is not amicable.

Removal by the shareholders

Members may remove a director before the expiry of their term by ordinary resolution, after special notice has been given, and the director must be given a reasonable opportunity of being heard. The procedure is prescriptive: the notice, the circulation of the director's representation, the meeting and the resolution must happen in the right order. Removals that cut corners end up before a tribunal, so we run the process on a documented timeline.

Numbers, residence and annual KYC

A public company needs at least three directors, a private company two and a One Person Company one, and at least one director must have stayed in India for the prescribed period during the financial year. A resignation that takes the board below the minimum has to be followed by an appointment; the company does not simply carry on short-handed.

Separately, every DIN holder files DIR-3 KYC annually. A deactivated DIN blocks every form that director signs, and reactivation costs a fee and time.

Why file through TCC

Board changes look administrative until a lender or an acquirer pulls the MCA record and finds the register out of step with reality. We get the approvals in the right forum, the documents signed before the resolution rather than after it, and DIR-12 filed inside thirty days — and we keep the registers updated so the next due diligence is a short conversation.