ROC compliance
Appoint or remove a director
Bring a new director onto your company's board, or record a director's resignation or removal, with the right resolutions and the DIR-12 filing. We draft the board and shareholder papers, collect the director's consent and declarations, and file DIR-12 with the Registrar within 30 days of the change.
- Board and shareholder resolutions drafted
- Consent, declarations and DIR-12 filing
- DIN for a new director who doesn't have one
- Register of directors updated
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Price
Director change
₹2,499+ ₹450 GST
3–5 working days after we have signed documents
- Appointment or cessation of one director
- Board resolution, and shareholder resolution where needed
- Consent (DIR-2) and declaration (DIR-8) from a new director
- DIN application, if the new director doesn't have one
- Resignation acknowledgement, or notices for a removal
- DIR-12 filed with the ROC
- Register of directors updated
Fees are before 18% GST. MCA filing fees are paid at actuals. A DSC for a new director, if needed, is charged separately.
Who needs appoint or remove a director
- Companies adding a co-founder, investor nominee or family member to the board
- Directors who want their resignation recorded properly
- Shareholders who want to remove a director
- Companies regularising an additional director at the AGM
Documents you'll need
For a new director
- PAN card, or passport for a foreign national
- Aadhaar card
- Proof of current address
- Their own email address and mobile number
- DIN, if already allotted
- DSC, valid and not expired
For a director leaving
- Signed resignation letter, with the date it takes effect
- For a removal, the special notice from the shareholders proposing it
You upload these from your order page after you pay. Scans or clear phone photos are fine.
How it works
- 1
Tell us the change
Who is joining or leaving, from what date, and in what role: additional, executive or non-executive director.
- 2
Resolutions and declarations
We draft the board resolution and, where needed, the notice for a shareholders' meeting. A new director signs their consent and a declaration that they aren't disqualified.
- 3
DIN, if needed
If the new director doesn't have a DIN, we apply for one with their DSC before the appointment is filed.
- 4
File DIR-12
We file DIR-12 with the Registrar within 30 days of the change, signed by a director with their DSC.
- 5
Update the records
We update the register of directors and send you the filed form, with a note of anything else to update, such as bank signatories.
How a director is appointed
The board can appoint an additional director, who holds office until the next AGM, where the shareholders decide whether to regularise the appointment. Shareholders can also appoint a director directly at a general meeting. Either way, the person needs a DIN, gives written consent, and declares that they aren't disqualified.
A private company must have at least two directors at all times, and a One Person Company at least one. We check the board's strength before any change is filed.
How a director leaves
A director can resign by written notice to the company. The resignation takes effect from the date the company receives it, or a later date stated in the notice, and the company files DIR-12 within 30 days. The director may also inform the Registrar directly in DIR-11.
Shareholders can remove a director, except in a few cases the law sets out, by an ordinary resolution after special notice. The director has the right to be heard and to send a written reply to the members. We prepare the notices so each step is on record.
Frequently asked questions
How long do we have to file DIR-12?
30 days from the date of appointment or cessation. After that, the MCA charges additional fees for the delay.
Can a director resign if the company doesn't cooperate?
Yes. The director sends a resignation notice to the company and can file DIR-11 with the Registrar. The company still has to file DIR-12.
What if a resignation would leave fewer than two directors?
A private company must keep at least two directors. Appoint the new director first, or at the same time, so the board never falls below the minimum.
Does a new director need a DSC?
Yes, to apply for a DIN and to sign MCA forms. If they don't have one, we can arrange it for a separate fee.
Will the change show on the MCA website?
Yes. Once DIR-12 is approved, the company's master data on the MCA portal shows the updated list of directors.
Can a foreign national be a director?
Yes. They need a DIN, and their documents must be notarised or apostilled, depending on the country. At least one director of every company must be resident in India as the law defines it.