Company Director Change (Resignation / Appointment) - Explained

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.

This document covers

1. Resignation of Directors
2. Appointment of Directors
3. Contents of DIR 11 (Resignation)
4. Contents of DIR 12 (Appointment)
5. MCA Fees for filing DIR 11 / DIR 12
6. Additional Fee for belated filing of DIR 11 / DIR 12

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.

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.

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

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.