Change of Director in a Company
Boards evolve. Directors join, step down, get removed or move into new roles, and each of those events has to be recorded correctly with the Registrar of Companies (ROC). Missing a filing or filing it late costs money and leaves your records out of step with the law.
Legitway Services takes care of the paperwork and filings for every kind of director change, so your team can stay focused on running the business.
✓ Prepare Board Resolutions and Director Consent Documents
✓ File DIR-12, DIR-6, DIR-11, and Other Applicable MCA Forms
✓ Get Assistance With Director Appointment, Resignation, and Removal
✓ Ensure Accurate ROC Filings and Regulatory Compliance
✓ Complete Post-Change Compliance and Company Record Updates
What Does “Change in Director” Mean?
A change in director covers any alteration to a company’s board: a new person coming in, an existing director leaving, or a current director taking on a different designation. Each change must be reported to the ROC through the prescribed MCA form, and the exact requirements depend on what happened.
Common Reasons for a Director Change
- Appointment: Filling a vacancy, bringing in expertise, or meeting board composition rules
- Resignation: A director leaves for personal reasons, retirement or another opportunity
- Removal: The company removes a director using the process set out in the Companies Act, 2013
- Change of designation: For example, a director becoming Managing Director or Whole-time Director
- Change in personal particulars: A new name, residential address, mobile number or email ID
For personal details, the filing route depends on what has changed. Address, personal mobile number and personal email changes are now handled through DIR-3 KYC Web.
The Law Behind Director Changes
Director changes in India are governed by the Companies Act, 2013 and its rules. These sections matter most:
Section | What it covers |
|---|---|
149 | Board composition: minimum and maximum number of directors, and the resident director requirement |
152 | Appointment of directors, including DIN and consent requirements |
161 | Additional, alternate and nominee directors, and filling casual vacancies |
164 | Grounds on which a person is disqualified from being a director |
165 | Cap on the number of directorships one person can hold |
167 | Situations in which a director’s office becomes vacant |
168 | Resignation of a director |
169 | Removal of a director |
170 | Register of directors and key managerial personnel |
Which of these apply to you depends on whether you are appointing, accepting a resignation, removing someone or changing a designation.
Documents You Will Need
The paperwork varies with the type of change.
Type of change | Typical documents |
|---|---|
Appointment | DIN details, consent to act as director, declaration of non-disqualification, identity and address proof where needed, board and shareholder resolutions as applicable |
Resignation | Resignation letter, relevant board records and resolution |
Removal | Special notice, meeting notice, the director’s written representation (if any), shareholder resolution |
Change in designation | Board or shareholder resolution and any supporting papers required for the new role |
MCA filing | Extra documents depending on the event selected in DIR-12 |
Appointing a New Director
The route differs depending on the kind of director being appointed. For a regular director, the process usually runs like this:
1. Check eligibility. Confirm the person is not disqualified under the Act and has not crossed the directorship limit. They should also hold a valid DIN.
2. Get a DIN if needed. If the person has no DIN, the MCA process must be followed to obtain one, which may involve filing DIR-3 for an existing company.
3. Collect the declarations. Obtain written consent in DIR-2 and the non-disqualification declaration in DIR-8, along with any disclosure of interest the law requires.
4. Hold the meeting. A regular director is generally appointed by the members at a general meeting. Some categories of director can be appointed by the board under specific provisions. Always check the Articles of Association too.
5. File DIR-12. Report the appointment to the ROC, generally within 30 days.
6. File MGT-14 if applicable. Some resolutions need to be filed separately with the ROC.
7. Update your records. Revise the register of directors and any other registers or registrations affected.
Resignation of a Director
A director can step down by giving written notice to the company. Here is how the company deals with it:
1. Notice of resignation. The director sends a written notice. Resignation takes effect on the date the company receives it or on a later date the director specifies, whichever is later.
2. Board records it. The board takes note of the resignation, and the fact of resignation is placed in the directors’ report at the next general meeting.
3. File DIR-12. The company must report the cessation to the ROC, generally within 30 days.
4. DIR-11 (optional for the director). The resigning director may separately file DIR-11 with the ROC, attaching a copy of the resignation and the reasons.
5. Update records. Revise statutory registers and any registrations in which the departing director appears.
Resignation does not wipe out liability. A director who has resigned can still be held responsible for offences that took place during their tenure.
Removing a Director
Removal before the end of a director’s term follows Section 169. In outline:
1. Special notice. A member (or members) with the right to do so gives special notice of the proposal to remove the director.
2. Notify the director. The company sends the director a copy of the notice. The director may submit a written representation and has the right to be heard at the meeting.
3. General meeting. The company convenes a general meeting. Subject to exceptions, an ordinary resolution is enough to remove the director.
4. File DIR-12. Report the cessation to the ROC, generally within 30 days.
5. Fill the vacancy if needed. The vacancy can be filled at the same meeting, subject to the special notice requirements.
This procedure does not apply to directors appointed by the Tribunal under Section 242, and other exceptions may apply depending on how the director was appointed.
Updating a Director’s Personal Details
Change of Address, Mobile or Email
- Since 31 March 2026, a change in a director’s residential address must be reported through DIR-3 KYC Web within 30 days of the change
- The same route covers a change in personal mobile number or email ID
- The director must complete the required verification and digital signature steps
- The director should also inform the company, or each company where they serve, within 15 days
- Routine DIN KYC is now due once every third consecutive financial year, depending on the filing cycle
Change in Designation
If a director moves, for instance, from an executive to a non-executive role, the company must:
- Pass the approval required under the Companies Act and its Articles of Association
- Record the decision in the minutes of the meeting
- File DIR-12 with the ROC within 30 days of the change
Change in Name
A change in a director’s name is generally reported using DIR-6 within 30 days, as it alters the particulars given in the DIN application. The director should provide proof of the new name. A Gazette notification or an updated PAN is not mandatory in every case.
Sample Board Resolutions
These are illustrative drafts only. We adapt the wording to your company, its Articles and the approvals required.
Recording a resignation
“RESOLVED THAT the resignation of [Name], DIN [DIN], from the office of Director, received on [Date], is noted and recorded with effect from [Effective Date].
RESOLVED FURTHER THAT [Authorised Person] is authorised to file the required forms with the Registrar of Companies and update the statutory records.”
Changing a designation
“RESOLVED THAT, subject to the Companies Act, 2013 and the Articles of Association, the designation of [Name], DIN [DIN], is changed from [Existing Designation] to [New Designation] with effect from [Effective Date].
RESOLVED FURTHER THAT [Authorised Person] is authorised to make the necessary filings and update the records.”
Appointing a director
“RESOLVED THAT, subject to the Companies Act, 2013 and the Articles of Association, [Name], DIN [DIN], is appointed as a Director of the Company with effect from [Effective Date].
RESOLVED FURTHER THAT [Authorised Person] is authorised to file the required forms and update the statutory records.”
Which MCA Forms Apply?
Form | Purpose |
|---|---|
DIR-2 | Written consent of a person to act as director |
DIR-3 | Application for a DIN, where applicable |
DIR-6 | Reporting changes in particulars linked to a DIN |
DIR-11 | Optional intimation to the ROC by a resigning director |
DIR-12 | The company’s main filing for appointment, cessation or change in designation of directors and KMP |
MGT-14 | Filing of specified resolutions or agreements, where applicable |
MR-1 | Return of appointment of MD, WTD or Manager, where applicable |
Filing Deadlines
Most director changes need to be reported within a fixed window. Please confirm the timeline for your particular event, since recent amendments have affected several of them.
Event | Usual deadline |
|---|---|
Appointment | DIR-12 within 30 days |
Resignation | DIR-12 within 30 days |
Removal | DIR-12 within 30 days |
Change in designation | DIR-12 within 30 days |
MR-1 (MD, WTD or Manager appointment) | Within 60 days |
Address, mobile or email change | DIR-3 KYC Web within 30 days |
Certain IFSC companies are allowed a longer period for DIR-12. Actual completion time also depends on approvals, documents and MCA processing.
Government Fees for Director Changes
The MCA fee for DIR-12 rises with the company’s nominal share capital.
Nominal share capital | DIR-12 fee |
|---|---|
Below ₹1 lakh | ₹200 |
₹1 lakh to ₹4,99,999 | ₹300 |
₹5 lakh to ₹24,99,999 | ₹400 |
₹25 lakh to ₹99,99,999 | ₹500 |
₹1 crore and above | ₹600 |
Company without share capital | ₹200 |
DIR-6 carries no prescribed MCA filing fee. DSC charges, stamp duty and professional fees are separate costs.
Additional Fees for Late Filing
If DIR-12 is filed after the deadline, extra fees apply, calculated as a multiple of the normal fee:
Delay | Additional fee |
|---|---|
Up to 30 days | 2 times the normal fee |
31 to 60 days | 4 times the normal fee |
61 to 90 days | 6 times the normal fee |
91 to 180 days | 10 times the normal fee |
Over 180 days | 12 times the normal fee |
These are multiples of the filing fee and not a fixed per-day penalty.
After the Change: What Else Needs Updating?
A change on the board often has knock-on effects. Depending on the director’s role, you may need to update the following.
GST
If the director is listed as an authorised signatory on your GST registration, make the change on the GST portal:
- Log in with your GST credentials
- Go to Services, then Registration, then Amendment of Registration (Non-Core Fields)
- Add the new authorised signatory and remove the old one
- Submit with DSC or EVC. Non-core amendments are reflected automatically without officer approval
A director change by itself does not require a GST amendment unless it alters information held in the registration.
Bank Accounts
Tell your bank whenever a director who operates the account or signs on its behalf is replaced. Typically you will provide:
- A certified copy of the board resolution
- KYC documents of the new signatory
- Any other papers the bank asks for
Procedures differ from bank to bank.
Other Licences and Registrations
- IEC: Update the profile on the DGFT portal if the change affects recorded details
- PF and ESI: Update employer or signatory details in EPFO and ESIC records where the person is named
- FSSAI: Apply for a modification through FoSCoS if licence or registration details are affected
- RERA: Check your state authority’s rules if the director is part of the promoter details
- Sector regulators: SEBI, RBI-regulated and other businesses should confirm whether their regulator needs to be told
- Company records: Update the register of directors and other statutory registers
Why Legitway Services
A director change touches company law, MCA filings and several downstream records. We keep it organised.
- End-to-end filing support: Resolutions, consents, DIR-12 and any other required forms
- Careful document review: Everything is checked before it goes to the MCA
- Nationwide service: Support wherever your company is registered in India
- Regular updates: You know what is filed, what is pending and what we need from you
- Compliance-focused team: Practical help with ROC and MCA matters
Ready to get started? Call +91-9310582360 or email info@legitwayservices.com.
Frequently Asked Questions
What is Form DIR-12 used for? DIR-12 is filed with the ROC to report changes in a company’s directors and key managerial personnel, including appointment, resignation, removal and change in designation.
What is the deadline for DIR-12? For most companies it is 30 days from the event. A longer 60-day period applies to certain IFSC companies.
Which documents are needed to change a director? It depends on the event. You may need resignation or appointment papers, board or shareholder resolutions, the incoming director’s consent and declarations, and evidence of cessation. The MCA’s requirements also vary with the event chosen in DIR-12.
Can a director resign without the company’s approval? Yes. A director can resign by written notice to the company. The resignation takes effect on the date of receipt or any later date specified by the director, whichever is later. The company then reports it through DIR-12.
Is DIR-11 compulsory for a resigning director? No. DIR-11 is an optional intimation made by the director. The company is responsible for filing DIR-12.
Can a director be removed without consent? Yes, under Section 169 and subject to exceptions. The process involves special notice, a chance for the director to be heard and an ordinary resolution passed at a general meeting.
Does a director stay liable after resigning? Yes. Resignation does not remove liability for offences that happened during the director’s tenure.
Do other registrations need updating after a change? Possibly. If the outgoing or incoming director is recorded as an authorised signatory or responsible person, you may need to update GST, bank, licence or other records.
Disclaimer: Legitway Services is a facilitation and compliance support provider. The information on this page is for general guidance and is not legal advice. Forms, fees and timelines are set by the MCA and other authorities and may change, so verify current requirements before acting.
Contact Legitway Services: +91-9310582360 | info@legitwayservices.com | legitwayservices.com