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Changes in Director

Changing a director in a company requires proper documentation and compliance with the Companies Act, 2013. The change can be due to resignation, removal, appointment, or retirement. To ensure a smooth transition, the company must file necessary forms with the Registrar of Companies (ROC). Company Mitra simplifies the process by handling all legal requirements, documentation, and filings.

Requirement

Appointment of a new director as per board approval.
Resignation or removal of an existing director.
Filing of necessary forms like DIR-12, DIR-2, and DIR-3 KYC.

Benefits

Ensures legal compliance with the Companies Act, 2013.
Prevents penalties due to non-reporting of changes.
Maintains updated company records with the ROC.
Strengthens corporate governance with a structured process.

Process:

Board Resolution: The Board of Directors passes a resolution approving the removal or appointment of a director.
Filing Form DIR-12: This form is filed with the Registrar of Companies (ROC) electronically through MCA21 portal. It includes details of the change, director information, and consent letters.
Payment of Fees: Applicable fees, based on the company's authorized share capital, are paid online.
ROC Scrutiny: The ROC scrutinizes the form and documents.
Issue of Approval: Upon successful processing, the ROC issues an approval order updating the company records.

Late Fees:

Failing to file DIR-12 within the prescribed timeframe attracts late fees as per the Companies Act. The current rates are:

For companies with an authorized share capital up to Rs. 10 lakh: Rs. 100 per day of delay.
For companies with an authorized share capital exceeding Rs. 10 lakh: Rs. 500 per day of delay, subject to a maximum of Rs. 10,000.

Document Required

Resignation letter (if applicable).
Board Resolution approving changes.
Consent letter (DIR-2) of the new director.
Director Identification Number (DIN) details.
Updated company incorporation documents.
Digital Signature Certificate (DSC) of authorized signatory.

Professional Fees

~~₹10,000.00~~ ₹5,000.00

Additional Cost

Process time

⏳ Director change filing is usually completed within 5-7 working days after document submission.

Steps

⏬ Consultation: Discuss the director change process with Company Mitra.
⏬ Board Resolution: Pass a resolution approving the director change.
⏬ Document Preparation: Collect and verify necessary documents.
⏬ Filing of DIR-12: Submit the form to ROC for approval.
⏬ ROC Approval: Receive official confirmation of the change.

FAQ

👉 When is the DIR-12 form required?
DIR-12 is required for appointing, resigning, or removing a director.

👉 How long does it take to update a director’s change with the ROC?
It usually takes 5-7 working days after submission.

👉 Can a company remove a director without consent?
Yes, but it requires proper notice and a shareholders’ meeting.

👉 Is DIN mandatory for a new director?
Yes, Director Identification Number (DIN) is compulsory for appointment.

👉 What happens if a director resigns but the company does not report it?
The director remains legally responsible until ROC updates records.

👉 Can a director resign online?
No, resignation must be submitted to the board, and then DIR-12 is filed.

👉 Can a company appoint an additional director?
Yes, companies can appoint additional directors through board approval.

👉 Is a Digital Signature Certificate (DSC) required for director change?
Yes, DSC is required for online filing of DIR-12.

👉 What happens if director change is not reported to ROC?
A fine of ₹50,000 may be imposed for non-compliance.

👉 Can a foreign national become a director in an Indian company?
Yes, but they must have a valid DIN and meet eligibility criteria.

👉 Can Company Mitra assist in director change filing?
Yes, Company Mitra handles the entire process, ensuring smooth compliance.

Compliances

✅ Compliance

📌 Compliance Requirement	📅 Due Date	📖 Remarks
📜 Board Resolution for Director Change	Before filing DIR-12 📆	Mandatory for official approval
📑 Filing of DIR-12 with ROC	Within 30 days of change 📤	Must be filed for legal recognition
📊 Update Director’s KYC (DIR-3 KYC)	By 30th September (if applicable) 📌	Ensures active DIN status
📝 Notify Banks & Stakeholders	After ROC approval 📌	Important for official records

Penalties

⚠️ Penalty & Interest

🚨 Non-Compliance Issue	❌ Penalty & Interest	⚖️ Consequences
📑 Failure to File DIR-12	₹50,000 fine 🚔	Company remains non-compliant
📝 Not Updating Director KYC	₹5,000 penalty 🏦	DIN may be deactivated
📊 Appointing a Director Without DIN	Legal action 🏛️	ROC may reject the appointment
💰 Failure to Notify Stakeholders	Operational disruptions 🏦	Banking & compliance issues