Companies frequently add or remove directors as they grow. Any change in directorship must be approved internally and filed with the ROC in Form DIR-12 within the prescribed time.
This guide explains the process for appointing and removing directors.
What is Appointment and Resignation of Directors (DIR-12)?
A new director must consent (DIR-2) and hold a DIN. A resigning director files their resignation, and the company records it. Both changes are notified to the ROC via DIR-12.
DIR-12 must generally be filed within 30 days of the change.
Step-by-step process
- Board/shareholder approval. Pass the required resolution for the appointment or removal.
- Obtain consents. For a new director, get DIN, DIR-2 consent and disclosures.
- File DIR-12. File Form DIR-12 with the ROC within 30 days, attaching the resolutions and consents.
- Update registers. Update the register of directors and other statutory registers.
Frequently asked questions
How long do I have to file DIR-12?
Within 30 days of the appointment, resignation or removal of a director.
Does a new director need a DIN before appointment?
Yes. A valid DIN is required before a person can be appointed as a director.