ROC & Statutory Compliance
Add or Remove Director
Quick answer: Add or remove a director in a company via Form DIR-12 filing on MCA — appointment or resignation under Companies Act, 2013.
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Why choose FinTax24
- 2200+ director changes filed
Audience
Who needs Add or Remove Director?
- Companies onboarding a new executive, non-executive or independent director
- Businesses removing a resigning director from the board under section 168
- Companies vacating the office of a director due to disqualification under section 164
- Promoters restructuring the board before fundraising or ESOP issuance
- Family-owned companies bringing in the next generation on the board
- Subsidiaries appointing nominee directors from the parent entity
How it works
- 1
Board Resolution Drafting
CS drafts board resolution approving appointment or noting resignation of the director.
- 2
KYC of Incoming Director
PAN, Aadhaar, DIN, Form DIR-2 and photograph of the incoming director are collected and verified.
- 3
Resignation of Outgoing Director
Resignation letter is drafted, board is informed and date of cessation is documented.
- 4
Shareholder Resolution
Shareholder ordinary / special resolution is passed as required under sections 161 and 168.
- 5
DIR-12 Filing on MCA
Form DIR-12 is filed on the MCA21 portal with DSC of the director and certified by CS / CA.
- 6
MCA Acknowledgment
MCA approves and updated CIN master reflects the new director composition.
Timeline
Why file this
Benefits of add or remove director
- Compliant director change via Form DIR-12 on MCA21 portal under the Companies Act, 2013
- Includes Form DIR-3 DIN application for any new director not yet holding a DIN
- Removal of director by resignation under section 168 or vacation of office under section 164
- Board resolution and shareholder resolution drafted with statutory compliance
- MGT-14 filing included for board / shareholder resolution where required
- Updated CIN master reflects accurate director composition on the MCA portal
- Avoids penalty under section 451 for non-disclosure of director changes to MCA
Documents required
8 documents needed for add or remove director.
- Board resolution approving the appointment or noting the resignation of the director
- Shareholder resolution (ordinary or special) for appointment or removal as the case may be
- PAN, Aadhaar and photograph of the incoming director for KYC
- DIN of the incoming director — apply via DIR-3 if DIN is not yet allotted
- Consent to act as director in Form DIR-2 duly signed by the incoming director
- Resignation letter of the outgoing director with date of intimation to the board
- Latest Form MGT-7 (Annual Return) for cross-verification of director master
- MGT-14 filing receipt for board / shareholder resolution (where applicable)
DIY vs FinTax24
Why file add or remove director with FinTax24 instead of doing it yourself.
| Aspect | DIY / Portal | Local Tax Consultant | FinTax24 |
|---|---|---|---|
| Filing time | 7–14 days (typical) | Varies by availability and workload | 7-15 business days |
| Expert review | None | Depends on the consultant | Expert verified on every filing |
| Document check | You self-verify; rejected on portal | Manual review may vary | Pre-verified by our team before submission |
| Support | Email / chatbot | Appointment-based or office hours | WhatsApp + phone, Mon–Sat 10 AM–7 PM IST |
| Pricing | Government fees only | Consultant fee + government fees | Transparent: From ₹2,999 + govt fees |
Frequently asked questions
Which MCA form is required to add or remove a director?
Form DIR-12 is used to report any change in director or KMP to the Registrar of Companies. Form DIR-3 is used to apply for a new Director Identification Number (DIN). Form MGT-14 is filed for the board / shareholder resolution if required.
Can a director resign without board approval?
Yes. Under section 168 of the Companies Act, 2013, a director can resign by writing to the company. The board is obliged to intimate the Registrar within 30 days via Form DIR-12 and disclose the resignation in the next board report.
Is a shareholder meeting required for director change?
For appointment of an additional director under section 161(1), only board resolution is sufficient. For regularisation at the next AGM or appointment of a director liable to retire by rotation, ordinary resolution is passed by shareholders. Special resolution is needed for appointment of independent directors and for appointment exceeding one-third of total strength.
What is the penalty for not filing DIR-12?
Penalty under section 451 for non-filing of Form DIR-12 ranges from ₹5,000 to ₹25,000 for the company and every defaulting officer. Continued default attracts further fine of ₹1,000 per day under section 451(2). The director who fails to disclose his interest faces penalty under section 149(11).
Is DIN mandatory for every director?
Yes. Every director must hold a valid Director Identification Number (DIN) allotted by MCA via Form DIR-3. DIN is a lifetime ID and must be quoted in all company filings. A director cannot be added to the company without a valid DIN.
Can a director be removed without consent?
Yes. Under section 169, shareholders can remove a director before the expiry of his period by ordinary resolution with special notice. Independent directors can only be removed with the procedure prescribed under section 169 read with Schedule IV.
How long does director change filing take?
Form DIR-12 is processed by MCA within 7-15 working days. Approval is reflected in the CIN master and the director master on the MCA portal. Board / shareholder resolution filing in Form MGT-14 takes an additional 3-5 days.
Sources & authority: For regulations on add or remove director, refer to mca.gov.in .
Last reviewed by: FinTax24 Compliance Desk · Reviewed on:
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