Form DIR-12 is how a company tells the Registrar of Companies that its board has changed. Every appointment, resignation, removal, death or change in designation of a director or key managerial person has to be reported in DIR-12 within 30 days of the event.
It is the single most frequently filed event-based form in Indian corporate compliance, and also one of the most frequently rejected, almost always for reasons that are avoidable.
What Is Form DIR-12?
DIR-12 reports the particulars of appointment of directors and key managerial personnel, and any changes among them. It is filed under Sections 7(1)(c), 168 and 170(2) of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014.
Two things about DIR-12 are worth fixing in your mind straight away:
- The company files it, not the director. A director who resigns may separately file DIR-11 in their own name, but that does not discharge the company obligation.
- It is event-based, not annual. There is no DIR-12 season. The 30-day clock starts on the date of the event itself.
When Is DIR-12 Required?
| Event | Example |
|---|---|
| Appointment of a director | A new director is appointed by the board or at a general meeting |
| Resignation or cessation | A director resigns, retires or is removed under Section 169 |
| Change in designation | A director becomes Managing Director or Whole-time Director |
| Appointment of KMP | CEO, CFO, Company Secretary or Manager is appointed |
| Cessation of KMP | The Company Secretary or CFO leaves |
| Death of a director | Reported as a cessation with the date of death |
| Disqualification or vacation of office | Office vacated automatically under Section 167 |
The first directors named at incorporation are an exception: they are appointed through SPICe+ Part B, so no separate DIR-12 is needed for them.
DIR-12 vs DIR-11: Who Files What
These two forms cover the same resignation from opposite sides, and confusing them is common.
| DIR-12 | DIR-11 | |
|---|---|---|
| Filed by | The company | The resigning director personally |
| Mandatory? | Yes, always | Optional since the 2018 amendment to Section 168(1) |
| Covers | All board and KMP changes | Resignation only |
| Due | 30 days from the event | 30 days from resignation, if filed |
In practice a director who has resigned from a company that is not filing properly should file DIR-11 anyway. It is the only independent record that they left on a given date, and it matters if the company later defaults and Section 164(2) disqualification is triggered.
DIR-12 Due Date
Within 30 days of the event. The date that starts the clock is the date of the board resolution, the general meeting resolution, or the effective date of the resignation, whichever created the change.
For a resignation, the effective date is the date stated in the resignation letter, or the date the company received the notice if the letter names no date. Getting this wrong by even a few days is a common cause of rejection, because the date on the form has to match the attached evidence.
Before You File: Check the DIN
DIR-12 will fail if the appointee does not hold an active DIN. A DIN deactivated for a missed DIR-3 KYC filing cannot be used, and the form will not validate. Reactivate the DIN first by filing the KYC and paying the late fee, then file DIR-12.
For a brand-new director with no DIN at all, the DIN has to be allotted through Form DIR-3 before the appointment can be reported.
Government Fees for DIR-12
The normal fee is based on the company authorised share capital:
| Nominal Share Capital | Normal Fee |
|---|---|
| Less than ₹1,00,000 | ₹200 |
| ₹1,00,000 to ₹4,99,999 | ₹300 |
| ₹5,00,000 to ₹24,99,999 | ₹400 |
| ₹25,00,000 to ₹99,99,999 | ₹500 |
| ₹1,00,00,000 and above | ₹600 |
A company with no share capital pays a flat ₹200. Use our free MCA fees calculator to get the exact figure including any late fee for your filing date.
Late Fees for DIR-12
Filing after 30 days attracts an additional fee that is a multiple of the normal fee:
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2x normal fee |
| 31 to 60 days | 4x normal fee |
| 61 to 90 days | 6x normal fee |
| 91 to 180 days | 10x normal fee |
| Beyond 180 days | 12x normal fee |
The multiplier is the smaller problem. Under Section 172, failure to file carries a penalty of ₹50,000 on the company and on every officer in default, plus ₹500 per day of continuing default, capped at ₹3,00,000 for the company and ₹1,00,000 per officer.
Documents Required for DIR-12
The attachments depend on which event you are reporting. This is where most filings go wrong.
Appointment of a Director
- Form DIR-2: the appointee written consent to act as director. Mandatory, and the single most commonly omitted attachment.
- Form DIR-8: the appointee declaration that they are not disqualified under Section 164.
- Board resolution or ordinary resolution appointing them
- Letter of appointment
- Interest in other entities, where the appointee holds other directorships
Resignation or Cessation
- The resignation letter, carrying the date relied on in the form
- Board resolution noting the resignation
- Evidence of cessation, such as proof that the notice was received
- For a death, the death certificate; for removal, the Section 169 resolution and the order where relevant
Change in Designation
- Board resolution, and the general meeting resolution where the new role needs member approval
- Revised letter of appointment or terms of appointment
Appointment or Cessation of KMP
- Board resolution appointing or accepting the resignation of the CEO, CFO, Company Secretary or Manager
- Consent letter from the appointee
- For a Company Secretary, the ICSI membership number
How to File DIR-12 on MCA V3
- Pass the board or general meeting resolution and collect DIR-2 and DIR-8 from the appointee before anything else
- Log in to mca.gov.in with the company business user credentials
- Open MCA Services, then e-Forms, then DIR-12
- Enter the CIN. Company details pre-fill from MCA master data
- Select the event type and enter the number of directors or KMP being reported
- Enter the DIN or PAN of each person, along with the exact date of the event
- Upload the attachments for that event type
- Affix the DSC of an existing director or authorised KMP
- Have the form certified by a practising Chartered Accountant, Company Secretary or Cost Accountant
- Pay the fee and submit. Note the SRN
After Filing
Once the SRN is approved, the change appears in the company record within 24 to 72 hours. Until it does, the new director will not show up when anyone looks up the company master data, and they cannot sign other MCA forms on the company behalf. Plan around that lag if a filing deadline is close.
Common Reasons DIR-12 Gets Rejected
- DIN not active: the appointee missed DIR-3 KYC, so the DIN fails validation
- Missing DIR-2: consent to act as director was not attached
- Date mismatch: the date of appointment or cessation on the form does not match the resolution or the resignation letter
- Wrong signatory: the form was signed by the person whose cessation is being reported, or by a director whose own DIN is deactivated
- Unsigned or undated resolution: the attachment has to be signed and dated before the event date on the form
- Missing professional certification: DIR-12 needs a practising professional to certify it
Keeping Track of Event-Based Filings
Annual filings have fixed dates, so they are easy to calendar. Event-based forms like DIR-12 are the ones firms miss, because the 30-day clock starts on a board resolution that nobody flagged to the compliance team. By the time anyone notices, the filing is in the 4x or 6x band.
Leagully pulls each company live board composition from MCA master data, so a change is picked up as soon as it is recorded, pre-fills DIR-12 from that data, and files it directly on MCA V3. For the full picture of what falls due and when, see the ROC compliance calendar for FY 2025-26 and the MCA compliance checklist for private limited companies.