Add or Remove Director

Appoint or remove a director in your Private Limited Company, Public Company, or OPC with CA-assisted filing of Form DIR-12. Includes board resolution drafting, DIR-2/DIR-8 preparation, and ROC filing within the 30-day deadline. Avoid ₹500/day penalties.
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Add or Remove Director

Add or Remove Director — Change in Company Directorship via Form DIR-12

Appointing a new director or removing an existing one in a company registered under the Companies Act, 2013 requires filing Form DIR-12 with the Registrar of Companies (ROC) within 30 days of the change. This applies to Private Limited Companies, Public Limited Companies, and One Person Companies (OPCs). The process involves passing the appropriate board or shareholder resolution, obtaining consent and declarations from the incoming director, and filing the change on the MCA portal — certified by a practicing professional. Our CA-assisted service handles the complete process from resolution drafting to DIR-12 filing, ensuring your company's board records stay accurate and penalty-free.

When is Form DIR-12 Required?
Form DIR-12 must be filed for every change in a company's board — appointment of a new director, resignation, removal, or change in designation (e.g. Director to Managing Director). It also covers Key Managerial Personnel (KMP) changes. The form replaced the old Form 32 and is filed on the MCA V3 portal within 30 days of the event. A company can have a maximum of 15 directors — appointing beyond this requires a special resolution.

Adding vs Removing a Director — Process Comparison

Aspect Adding a Director Removing a Director
Trigger Board/shareholder appoints a new director Resignation (Sec 168) or removal by company (Sec 169)
Prerequisites Valid DIN + DSC, DIR-2 consent, DIR-8 declaration Resignation letter or special notice from shareholders
Resolution Board resolution (additional director) + AGM regularization Board resolution (resignation) or ordinary resolution (removal)
Forms Filed DIR-12 (company) DIR-12 (company) + DIR-11 (outgoing director, optional)
Deadline 30 days from appointment 30 days from cessation

Who Needs This Service?

ADDING A CO-FOUNDER

Companies bringing a new co-founder, investor nominee, or professional onto the board as a director.

DIRECTOR EXITING

A director resigning voluntarily, or being removed by the company — the cessation must be reported to ROC within 30 days.

OPC OWNERS

One Person Companies appointing an additional director — note the sole director cannot resign without a replacement in place.

RESTRUCTURING BOARDS

Companies reshuffling their board composition, changing director designations, or meeting minimum/maximum director requirements.

Director Change Process — Step by Step

Our CA-assisted service handles the complete director appointment or removal process — from resolution drafting to DIR-12 filing with the ROC.

1
Verify DIN & Collect Documents

For an appointment, we verify the incoming director has a valid DIN and DSC (and apply for DIN via DIR-3 if needed), and collect ID/address proof. For a removal, we collect the resignation letter or shareholder special notice.

2
Prepare Consents & Declarations

For appointments, we prepare Form DIR-2 (consent to act as director) and DIR-8 (declaration of non-disqualification under Section 164). For removals, we prepare the board's acceptance documentation.

3
Draft & Pass Resolution

We draft the board resolution (for appointment of an additional director or acceptance of resignation) or the ordinary resolution (for removal under Section 169, which requires special notice from shareholders). All minutes are prepared.

4
File Form DIR-12 with ROC

We file Form DIR-12 on the MCA V3 portal within 30 days of the event, with resolutions and supporting documents attached, certified by a practicing CA/CS/CMA. For a resigning director, Form DIR-11 can also be filed in their individual capacity.

✓
MCA Records Updated

Once DIR-12 is processed and approved, the company's board composition is updated in the MCA master data. We guide you on updating statutory registers, letterheads, and bank mandates to reflect the change.

30-Day Deadline & Penalties
Form DIR-12 must be filed within 30 days of the appointment, resignation, or removal. Late filing attracts a slab-based additional fee on the normal filing fee (which depends on the company's authorised capital): 2× up to 30 days, 4× for 31–60 days, 6× for 61–90 days, 10× for 91–180 days, and 12× beyond 180 days. Acting as a director without a valid DIN can attract penalties under Section 159. Always file within the deadline to avoid mounting fees and compliance complications.
Note for LLPs
This service covers director changes for companies (Private Limited, Public, OPC) via Form DIR-12. LLPs follow a different process — partner and designated partner changes require LLP Form 4 along with an amendment to the LLP Agreement (supplementary deed). If you need to add or remove an LLP partner, please contact us for LLP-specific assistance.

Why Choose Our CA-Assisted Director Change Service?

Director appointment and removal involves precise resolution drafting, correct consent and declaration forms, and timely DIR-12 filing — errors or delays trigger escalating additional fees (up to 12× the normal fee) and form rejection. Our qualified Chartered Accountant team handles the complete process: document verification, DIR-2/DIR-8 preparation, resolution drafting, and certified DIR-12 filing with the ROC. We ensure the change is reflected accurately in MCA records and guide you on updating your company's statutory registers.

Appointment or Removal — Both Covered
Whether you are bringing a new director onto the board or processing a resignation or removal, our CA-assisted service handles the resolution, consents, and DIR-12 filing end-to-end. We track the 30-day deadline so your filing is always on time, and certify the form through a practicing professional as required by the MCA.

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Board/Shareholder Resolution Drafting
DIR-2 Consent & DIR-8 Declaration Prep
Form DIR-12 Filing with ROC
DIR-11 Filing (Outgoing Director)
Professional Certification (CA/CS/CMA)
Statutory Register Update Guidance

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Frequently Asked Questions

Adding or removing a director is a change in a company’s board that must be reported to the Registrar of Companies (ROC) by filing Form DIR-12 on the MCA V3 portal within 30 days of the change, under the Companies Act, 2013. DIR-12 (which replaced the old Form 32) covers every board change — appointment, resignation, removal, or change in designation. The form is certified by a practising professional (CA/CS/CMA).

To appoint a director: confirm the incoming person has a valid DIN and DSC (apply for DIN via DIR-3 if needed); obtain Form DIR-2 (consent to act) and DIR-8 (declaration of non-disqualification under Section 164); pass the appropriate board or shareholder resolution (an additional director is appointed by the Board, then regularised at the AGM); and file DIR-12 within 30 days with the resolutions attached. We handle the full process from document verification to filing.

A director can exit two ways. Resignation (Section 168): the director gives notice, the Board accepts it, DIR-12 is filed within 30 days, and the director may also file DIR-11 in their individual capacity. Removal by the company (Section 169): requires an ordinary resolution with special notice from shareholders, giving the director an opportunity to be heard, followed by DIR-12. We draft the resolutions and file the cessation correctly under the right section.

For an appointment: the incoming director’s DIN and DSC, ID/address proof, Form DIR-2 (consent) and DIR-8 (non-disqualification declaration), and the board/shareholder resolution. For a resignation/removal: the resignation letter or special-notice resolution, and the relevant board minutes. Every director also needs a valid DIN kept active through KYC. We compile and verify the complete set before filing DIR-12.

Late filing of DIR-12 attracts a slab-based additional fee on the normal filing fee (which depends on the company’s authorised capital), per the Companies (Registration Offices and Fees) Rules: 2× up to 30 days, 4× for 31–60 days, 6× for 61–90 days, 10× for 91–180 days, and 12× beyond 180 days of delay. (It is not a flat per-day charge.) Acting as a director without a valid DIN can also attract a penalty under Section 159. Filing within 30 days avoids the escalating fee.

A company must have a minimum number of directors (2 for a private company, 3 for a public company, 1 for an OPC) and a maximum of 15 directors. A company can appoint more than 15 directors by passing a special resolution — no central-government approval is needed. At least one director must be resident in India. We advise on the board structure and the resolutions required to exceed the limit.

Yes — under Section 168, a director can resign by giving written notice to the company; the resignation takes effect from the date the company receives it (or a later date stated). The company files DIR-12 within 30 days, and the resigning director may independently file DIR-11 to protect themselves on record. A company cannot prevent a valid resignation, but the cessation must be reported to the ROC to update the MCA master data.

Yes — foreign nationals and NRIs can be directors of an Indian company, provided they obtain a DIN and DSC; their identity/address documents must be apostilled or notarised as applicable. At least one director on the board must be a resident in India (present in India for the required number of days). The appointment follows the same DIR-2/DIR-8/DIR-12 process. We assist with foreign-director documentation and DIN applications.

Yes — every individual holding a DIN must complete DIR-3 KYC to keep the DIN active. Under G.S.R. 943(E) (effective 31 March 2026), it is now filed once every three financial years, by 30 June (the merged Form DIR-3 KYC Web), not annually. A newly appointed director must have an active, KYC-compliant DIN before DIR-12 is filed; a deactivated DIN (missed KYC) blocks filings and costs ₹5,000 to reactivate. We can handle the director’s KYC alongside the appointment.

Once DIR-12 is processed, the company’s board composition is updated in the MCA master data; you should then update the statutory registers, letterheads and bank mandates. The director change is one part of a company’s ongoing obligations — see Company Annual Compliance for the yearly ROC filings. Note this service covers companies; LLP partner/designated-partner changes are filed via Form 4 with a supplementary LLP agreement. We handle both.