Add or remove a director,cleanly, and within the deadline.

Every change to a company's board of directors is reported to the Ministry of Corporate Affairs through a single form called DIR-12. It carries the details of the person joining or leaving, the date the change took effect, and the type of change (appointment, resignation, removal, or cessation).

The form has to be filed within 30 days of the change, and every filing has to be digitally signed by a director and certified by a Practising Company Secretary. Once accepted, the director's name is added to or removed from the company's public record on the MCA portal.

The three forms

• DIR-12
  The main filing. Reports every appointment, resignation, or removal to the Ministry, along with the date it took effect. One form per change.
• DIR-2
  The written consent of the new director, saying they agree to act. Signed before the appointment is made and kept on the company's records.
• DIR-3
  The Director Identification Number application. Only used when the incoming director does not already have a DIN. Filed alongside DIR-12.

If the incoming director already has a DIN from an earlier appointment (in any company), the DIR-3 step is skipped. A DIN, once issued, is for life.

Most director changes wrap in about a week from a clean start. Timing only stretches if the incoming director needs a fresh DIN (adds a day or two), or if MCA sends the filing back for a clarification.

1. Day 1

   Briefing, documents, and consent

   You share the details of the person joining or leaving, upload their documents, and the outgoing director's resignation letter or the incoming director's written consent (DIR-2) is drafted.

2. Days 1–2

   Board resolution

   A board meeting is called (physical or by circulation, as your Articles allow) to formally record the appointment or the acceptance of resignation. The minutes are drafted, signed, and dated.

3. Days 2–3

   DIN application, if needed

   If the incoming director does not already have a DIN, DIR-3 is filed with their KYC papers and the attestation of an existing director. Turnaround is one to two working days.

4. Days 3–5

   DIR-12 filing, certified by PCS

   DIR-12 is filled with the change details, digitally signed by a director, and certified by a Practising Company Secretary before submission to the Ministry.

5. Days 5–7

   MCA approval and update

   The Ministry processes DIR-12 in about two to three working days. Once accepted, the change is live on the MCA portal. Statutory registers and internal records are updated the same day.

Once the DIR-12 is accepted, the company's public record on the MCA portal is updated the same day. The new director's name appears against the company in every future filing and public search. A few housekeeping items follow.

• Register of Directors updated
  The company's internal Register of Directors and Key Managerial Personnel is updated with the incoming or outgoing director's details, date of appointment or cessation, and the DIN.
• Bank mandate revised
  The bank is informed with a copy of the board resolution and the DIR-12 acknowledgement. The signatory list is updated to add or remove the director. Until this is done, cheques and payments signed by the outgoing director are technically unauthorised.
• GST portal authorised-signatory update
  If the outgoing director was the authorised signatory on GST returns, GST REG-14 is filed to change the primary signatory. Missing this leaves GST returns signed by someone the portal no longer recognises, and the acknowledgement fails.
• Income-tax authorised signatory refreshed
  The company's Income Tax portal login and the DSC linked for tax filings need to be updated. A stale signing authority delays the next quarterly TDS return and the annual ITR.
• MBP-1 disclosure by the new director
  The new director files a disclosure of interest in other entities (Form MBP-1) at the first board meeting they attend after appointment. This is retained by the company; no filing with MCA is required, but every statutory audit checks it.
• New director's KYC on the MCA portal
  If a fresh DIN was issued, the new director completes the annual DIR-3 KYC on the MCA portal by 30 September of the following financial year. Missing this deactivates the DIN.
• Outgoing director's DSC handed over or revoked
  If the outgoing director's DSC was held by the company for filings, it is either physically returned or its authorisation to sign for the company is withdrawn in writing. Prevents the DSC from being used for company filings after resignation.
• Contracts and vendor records notified
  Major customers, vendors, and service providers who dealt with the outgoing director are notified. Powers of Attorney, letters of authority, and vendor onboarding records referring to the director are updated or replaced.

A director's tenure can end in four different ways. Each route has its own paper trail, and getting it wrong leaves the outgoing director on the record long after they thought they had left.

• Resignation (Section 168)

  The director gives written notice to the company. The company records the resignation in the next board meeting, files DIR-12 within 30 days, and updates the register of directors. The outgoing director files their own DIR-11 within 30 days of resigning, from their own login.

• Retirement by rotation

  Applies mainly to public companies. A specified portion of the board retires each year and can offer themselves for re-appointment. Most private companies do not use rotation, but if your Articles say otherwise, the same paperwork follows.

• Removal by shareholders (Section 169)

  Shareholders can remove any director before the end of their term, at a general meeting, by ordinary resolution. Special notice is required and the director has a right to be heard first. This is the most contested route and is usually preceded by legal advice.

• Cessation by disqualification

  If a director becomes disqualified, for example by defaulting on filings, being convicted of certain offences, or by insolvency, they cease to hold office automatically. The company still has to file DIR-12 reporting the cessation.

Section 164 of the Companies Act lists the situations in which a person is disqualified from being appointed, or from continuing, as a director. The list is short and worth reading:

• An undischarged insolvent, or one whose insolvency plea is pending.
• A person of unsound mind, so declared by a competent court.
• Convicted of an offence involving moral turpitude and sentenced to at least six months, within the last five years.
• Convicted of any offence related to a related-party transaction under Section 188 within the last five years.
• Applied to court to be declared insolvent, and the application is pending.
• Not paid up on shares called on them for at least six months.
• Disqualified by court or tribunal order that is still in effect.