Director Change / Remove Director

Overview

Changes in the board of directors — appointment of new directors, resignation of existing directors, removal by shareholders, or death of a director — must be intimated to the Registrar of Companies (MCA) within 30 days of the change using Form DIR-12 (by the company) and Form DIR-11 (by the resigning director directly). Failure to file within 30 days attracts additional MCA filing fees (Rs.100/day extra) and contributes to the company's compliance default record.

Every new director must obtain a Director Identification Number (DIN) and a Class 3 Digital Signature Certificate (DSC) before being appointed. MFiling manages the complete director change process: DIN application (Form DIR-3), DSC procurement, board resolution drafting, DIR-12 filing, outgoing director's DIR-11, and all linked regulatory updates — bank mandate, GST authorised signatory, FSSAI, ESIC, and EPFO.

MFiling professional charges: from Rs.2,999 (existing DIN/DSC) | Rs.4,999 (including new DIN + DSC procurement).

Key Benefits

DIR-12 Filed Within 30 Days

Timely filing prevents additional late fees and keeps MCA records current — avoids default status.

DIN Application Managed

New director's DIN obtained through Form DIR-3 — MFiling coordinates identity verification and MCA approval.

Class 3 DSC Procurement Assisted

Class 3 Digital Signature Certificate required for MCA filings — MFiling coordinates with licensed CAs.

Board Resolution Professionally Drafted

Resolution language complies with Companies Act requirements — all statutory conditions for appointment verified.

All Linked Registrations Updated

Bank mandate, GST authorised signatory, FSSAI, EPFO, and ESIC updated with new director details after DIR-12.

Resigning Director's DIR-11 Filed

Outgoing director's DIR-11 (personal resignation intimation) filed on MCA portal to complete the resignation record.

Documents Required

PAN Card and Aadhaar Card of New Director

Address Proof of New Director (Aadhaar or latest utility bill)

Passport-Size Photograph of New Director

DIR-2 (Consent to Act as Director) — signed by new director

DIR-8 (Declaration of Non-Disqualification) — signed by new director

Resignation Letter (for resignation cases) — signed by the outgoing director

Board Resolution for Appointment / Acceptance of Resignation

How it Works

Board Meeting — Pass Resolution (Day 1)

Convene board meeting to pass resolution for appointment or acceptance of resignation — prepare certified true copy.

Obtain DIN for New Director (if required) (Day 1–2)

File Form DIR-3 on MCA portal with identity and address proof — DIN allotted instantly for Aadhaar-linked applications.

Obtain Class 3 DSC for New Director (Day 1–3)

New director obtains Class 3 Digital Signature Certificate from licensed Certifying Authority for MCA filings.

Execute DIR-2 and DIR-8 Declarations (Day 2)

New director signs consent to act (DIR-2) and non-disqualification declaration (DIR-8).

File Form DIR-12 on MCA Portal (Day 3–5)

Submit DIR-12 with board resolution, DIR-2, DIR-8, and new director's documents — within 30 days of change.

File DIR-11 by Outgoing Director (Within 30 days of resignation)

Resigning director files DIR-11 (personal resignation intimation) directly on MCA portal using own DSC.

Update Linked Registrations (Week 2)

Update bank mandate, GST authorised signatory, FSSAI, EPFO, ESIC, and other registrations with new director details.

Frequently Asked Questions

Can a director resign if the company has only one director?

No. A private limited company must have a minimum of 2 directors at all times (Section 149). A sole director cannot resign until a replacement is appointed. If a director wishes to leave and no replacement is appointed, the director remains in office until a new director is appointed and DIR-12 is filed. MFiling assists in appointing a replacement director first, then processing the resignation simultaneously.

What is the penalty for not filing DIR-12 within 30 days?

The MCA portal charges additional fees (penalty) for late filing at Rs.100 per day beyond the standard filing fee. Additionally, directors who are named as officers in default may face personal liability for non-compliance. The company's compliance record is also impacted. MFiling monitors change events and ensures DIR-12 is filed within the 30-day window.

Service Price

₹2,999

Starting price · GST extra

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DIR-12 Filed Within 30 Days

Timely filing prevents additional late fees and keeps MCA records current — avoids default status.

DIN Application Managed

New director's DIN obtained through Form DIR-3 — MFiling coordinates identity verification and MCA approval.

Class 3 DSC Procurement Assisted

Class 3 Digital Signature Certificate required for MCA filings — MFiling coordinates with licensed CAs.

Board Resolution Professionally Drafted

Resolution language complies with Companies Act requirements — all statutory conditions for appointment verified.

All Linked Registrations Updated

Bank mandate, GST authorised signatory, FSSAI, EPFO, and ESIC updated with new director details after DIR-12.

Resigning Director's DIR-11 Filed

Outgoing director's DIR-11 (personal resignation intimation) filed on MCA portal to complete the resignation record.

Director Change / Remove Director

Overview

Key Benefits

Documents Required

How it Works

Frequently Asked Questions

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Director Change / Remove Director

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