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Home > GST > Help Center > Company Director Change Last Updated: Feb 24th 2023

Company Director Change (Resignation / Appointment) - Explained

Directors are appointed at the time of incorporation of a company to look after the day to day operations of the company. However, directors can changed at any time due to various reasons. Existing directors can be either removed by the company or through resignation of directors or new directors can be appointed.

Part of Company Compliance, any changes to the directors such as resignation and/or a new appointment must be registered through Form DIR-11 / DIR-12 with ROC.

1. Resignation of Directors

The directors of the company can resign from the post of directorship and the process is a follows.

  1. The director should give the notice of resignation in writing to the company.
  2. The board takes note on receipt of notice.
  3. The company shall intimate Registrar within 30 days of receipt of notice in Form DIR 12
  4. Facts of such resignation is given in the report of directors placed in the immediately following general meeting
  5. Director should file Form DIR 11 with ROC in 30 days from the date of resignation.
To change a director in your company, refer at Director Change Pricing & Plan

2. Appointment of Directors

Generally every director shall be appointed by the company in general meeting .Shareholders gather and take decisions at the general meeting.

Requirements for appointment of new director

  1. Director Identification Number (DIN): A person can be appointed as director of the company only if he has allotted DIN.
  2. Declaration by the Director: The person proposed to be director should furnish a declaration that he is not disqualified to become director.
  3. Written Consent to act as director: A person appointed as director shall not act as director unless he gives his written consent to hold the office as director.
  4. The company should file Form DIR 12 with Registrar of companies within 30 days of such appointment.
To appoint a new director, refer Appointment of new Company Director Pricing & Plan

3. Contents of DIR 11 (Resignation)

DIR 11 is the notice of resignation of a director to the Registrar. It contains the following details.

  1. Director details (DIN, Name and Nationality)
  2. Company details (Name of the company, CIN, Registered office address and email Id)
  3. Date of Appointment, Designation and Category of director
  4. Date of Filing resignation with the company
  5. Reasons for Resignation
  6. Effective date of resignation specified in the notice of resignation.

4. Contents of DIR 12 (New Appointment)

DIR 12 is the form for appointment of directors and key managerial personnel and the changes among them. It contains the following.

  1. Director details (DIN, Name and Nationality)
  2. Company details (Name of the company, CIN, Registered office address and email Id)
  3. Date of Appointment, Designation and Category of director
  4. Any other details

5. MCA Fees for filing DIR 11 / DIR 12

Every form which is filed with ROC will have Govt fee. The Government fee is as follows

  1. For Company not having share capital – Rs 200
  2. For Company having Share Capital
S.NoShare CapitalFee Applicable
1Less than Rs 1,00,000Rs 200
2Rs 1,00,000 to Rs 4,99,999Rs 300
3Rs 5,00,000 to Rs 24,99,999Rs 400
4Rs 25,00,000 to 99,99,999Rs 500
5Rs 1,00,00,000 or moreRs 600

6. Additional Fee for belated filing of DIR 11 / DIR 12

If the form DIR 11 / DIR 12 is not filed within due date, Additional fee will be levied by MCA as follows.

S.NoPeriod of delayAdditional Fee
1Up to 30 days2 times of normal fees
2More than 30 days and up to 60 days4 times of normal fees
3More than 60 days and up to 90 days6 times of normal fees
4More than 90 days and up to 180 days10 times of normal fees
5More than 180 days12 times of normal fees

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