Companies have to file e-Form DIR-12 on MCA Portal to notify ROC about the particulars related to appointment/Change/Resignation of directors and Key Managerial Personnel within 30 days of such event by the Company pursuant to Sections 7(1) (c), 168 & 170 (2) of the Companies Act, 2013 and Rule 17 Of Companies (Incorporation) Rules, Rule 8, 15 & 18 of Companies (Appointment and Qualification of Directors) Rules, 2014.
Three Main Aspects of this Form are:
- Or Change in Designation of the Director.
Due Date for filing Form DIR-12
The company can file a Single e-Form for different type of events incurred on different dates (date of appointment, date of change in designation and date of cessation). Dates of the event should be within 30 days of the filing date. However, If any of the date(s) are beyond 30 days, then the separate form is to be filed for every such event date.
What is the procedure of Filing Form DIR-12?
Time needed: 5 minutes.
- Download Form
First and foremost, the form must be downloaded from the MCA Portal.
- Enter CIN & click on Pre-fill
Users can avail the pre-fill facility which auto-fills the form based on details that have already been collected.
The system will automatically display the name, address of the registered office and the email ID of the company.
In case there is any change in the email ID, enter the new valid email ID.
- Fill Number of Managing director & details for them
Next, the form must be filled carefully, and all the details it asks for must be provided. Please make use of the instruction kit
- Fill Number of Number of managers, secretary, Chief financial Officer or Chief Executive Officer & details for them
If the total number is more than four, then file another eForm DIR12 for the remaining.
Enter the Director Identification Number (DIN), if allotted or valid Income-tax PAN. It is mandatory to enter PAN if user is not mentioning
- Attach Documents
Next, upload the necessary documents and attachments as mentioned below in the article.
- Sign & Submit Form
Before submitting go through the form once again and check for errors. Attach your digital signature to authorize the form, and then click Submit.
- Upload Form
Upload the form and pay the required transaction fees.
Note down the SRN number which has been generated for future reference
Attachments to the Form
Following Scanned Documents are mandatory and shall be attached along with form:
a. In Case of Appointment:
- Letter of appointment in case of an appointment of a Director / Manager / Company Secretary / CEO / CFO.
- Declaration of the appointee director, managing director, in Form DIR-2 in case of appointment of a Director / Manager / Company Secretary / CEO / CFO.
- Interest in other entities of director in case the number of entities entered is more than one.
- Declaration by first director in Form INC-9 is to attach in case of a new company
b. In case of Resignation:
- Notice of resignation in case of cessation of a Director / Manager / Company Secretary / CEO / CFO.
- Evidence of cessation in case of cessation of a Director / Manager / Company Secretary / CEO / CFO.
c. Any other information can be provided as an optional attachment(s).
Filing Fee for filing DIR-12
Fee for filing of DIR-12 is based on share capital of the company. Following is the fee structure based on nominal share capital:
|Nominal Share Capital||Fee Applicable|
|Less than 1,00,000||INR 200|
|1,00,000 to 4,99,999||INR 300|
|5,00,000 to 24,99,999||INR 400|
|25,00,000 to 99,99,999||INR 500|
|1,00,00,000 or more||INR 600|
If company is not having any share capital then the fee of INR 200 will be applicable.
Additional Fee applicable on delay filing of DIR-12
Additional fee to be levied on delay filing of DIR-12 shall be based on number of days delayed in following manner:
|Period of delay||Additional Fee|
|Up to 30 days||2 times of normal fees|
|More than 30 days and up to 60 days||4 times of normal fees|
|More than 60 days and up to 90 days||6 times of normal fees|
|More than 90 days and up to 180 days||10 times of normal fees|
|More than 180 days||12 times of normal fees|
In case of an IFSC company, the additional fee shall be applicable only after the expiry of 60 days of the event date. However, while filing form after 60 days, additional fee shall be computed considering time limit of 30 days.
Form DIR-12 is required to be filed to ROC on MCA website for Appointment or Resignation or Change in Designation of Directors within 30 Days of such event.
The resignation of a director shall take effect from the date on which the notice is received by the company or the date specified in the notice, whichever is later.
The directors of the Company are required to be appointed by the shareholders of the Company in general meeting. However, the Board of the Company, if authorized by the AOA of the company can appoint a director under the following circumstances:
1. Appointment of an additional director;
2. Appointment of nominee director;
3. Appointment of an alternate director;
4. Appointment of director for filling the casual vacancy