DIR-12 is the MCA (Ministry of Corporate Affairs) form used to officially inform the Registrar of Companies (ROC) about changes in a company’s leadership. It is filed whenever there is an appointment, resignation, removal, or change in details of Directors or Key Managerial Personnel (KMP) such as Managing Director, CEO, CFO, Company Secretary, or Manager.
The form ensures that MCA records reflect the company’s current management structure. In this blog, we explain what DIR-12 is, when it is required, the due date, the required documents, applicable fees, step-by-step filing on MCA V3, and common mistakes to avoid.
Table of Contents
What is the DIR-12 Form?
DIR-12 is a statutory e-form prescribed under the Companies Act, 2013, to notify the ROC of any change in the company’s directors or KMP. It acts as the official channel through which the MCA database is updated with correct leadership information.
Once DIR-12 is approved, the MCA master data reflects the updated director or KMP details, including appointment or cessation dates and designations. This ensures transparency for regulators, auditors, investors, and other stakeholders. Filing DIR-12 correctly is critical to maintaining an accurate corporate compliance record.
What Changes Can Be Filed Using DIR-12?
- Appointment of a director
- Resignation or removal of the director
- Change in designation (for example, Director to Managing Director)
- Appointment or change in KMP details
- Cessation of KMP
Who Files DIR-12 (Company vs Director)
- DIR-12 is filed by the company
- In resignation cases, the director may file DIR-11 separately (optional or right-based, depending on the situation)
When is DIR-12 Required?
DIR-12 is required whenever the ROC needs an official update of the company’s leadership or key managerial structure. Any change that affects who manages or represents the company must be reported through this form.
Common Situations
- New director appointment in a board meeting or EGM
- Director resignation accepted or noted by the board
- Regularisation of an additional director
- Change in KMP appointment or cessation
- Change in personal or designation details that MCA requires to be updated through DIR-12 (where applicable)
Due Date for DIR-12 Filing and Late Filing Impact
DIR-12 must generally be filed within the prescribed timeline to avoid penalties and compliance risks. Filing on time ensures smooth statutory records and avoids scrutiny during audits or fundraising.
DIR-12 Due Date
- Generally filed within 30 days of the relevant event date
- In resignation cases, many companies count 30 days from receipt of the resignation notice and/or the effective date as recorded by the board, depending on documentation
What Happens If You File DIR-12 Late?
- Additional fees apply and increase with the length of the delay
- Can create issues during audits, due diligence, or investor checks
- May block or complicate other MCA filings if the director or KMP data is outdated
Documents Required for DIR-12 (Appointment vs Resignation)
The documents required for DIR-12 depend on the nature of the change. However, proof of board or shareholder approval is almost always needed.
Attachments for Director Appointment
- Board resolution or shareholder resolution (as applicable)
- Consent to act as director (DIR-2)
- Appointment letter (if used internally)
- Interest disclosure support documents (internal compliance, if maintained)
Attachments for Director Resignation or Removal
- Resignation letter from the director
- Board resolution noting acceptance or noting of resignation
- Proof of cessation date (if required)
- Any optional attachments supporting the change
Attachments for KMP Changes
- Board resolution for appointment or cessation
- Appointment letter or summary of employment terms (if needed)
- Any supporting documents that are necessary for that specific KMP role
DIR-12 Fees and Additional Fees (Late Filing)
DIR-12 attracts standard ROC filing fees when submitted within the due date. Late filing results in additional costs that increase with the number of days delayed.
Filing on time is the easiest way to avoid unnecessary costs and compliance stress.
What Impacts DIR-12 Fees
- Whether the form is filed within the due date
- Company category and applicable fee rules
- Duration of delay if filed late
Step 1: Keep Following Documents Before Filing
- Director DIN and personal details
- Company CIN
- DSC of the authorised signatory
- Board or shareholder resolution
- Event-specific attachments (DIR-2, resignation letter, etc.)
Step 2: Fill DIR-12 Details Carefully
- Select the correct event type
- Enter the correct event date
- Add the director or KMP details exactly as per the records
- Validate designation and appointment or cessation dates
Step 3: Attach Documents and Run Checks
- Upload the correct attachments for the event
- Run pre-scrutiny on the form
- Fix validation errors before final submission
Step 4: Submit, Pay Fees, and Track Status
- Upload the form on the MCA portal and pay the applicable fees
- Save the SRN acknowledgement
- Track status and respond quickly to any resubmission or clarification requests
Common Errors and How to Avoid Them
Mistakes Checklist
- Wrong event date (appointment or cessation)
- Missing DIR-2 for appointment cases
- Resolution not signed or not matching the event
- Wrong designation selection
- DSC issues (expired or not authorised)
- DIN not active or mismatch in the director details
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Conclusion
DIR-12 is a critical ROC compliance form for updating changes in directors and KMP. Filing it within the prescribed timeline helps avoid additional fees and downstream compliance issues. The biggest success factor is consistency- matching dates, resolutions, and attachments across all documents.
Frequently Asked Questions (FAQs)
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
Limited Liability Partnership
(LLP)
- Professional services
- Firms seeking any capital contribution from Partners
- Firms sharing resources with limited liability
One Person Company
(OPC)
- Freelancers, Small-scale businesses
- Businesses looking for minimal compliance
- Businesses looking for single-ownership
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
One Person Company
(OPC)
- Freelancers, Small-scale businesses
- Businesses looking for minimal compliance
- Businesses looking for single-ownership
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
Limited Liability Partnership
(LLP)
- Professional services
- Firms seeking any capital contribution from Partners
- Firms sharing resources with limited liability
Frequently Asked Questions
What is the DIR-12 form used for in MCA?
DIR-12 is the MCA e-form used to intimate the Registrar of Companies (ROC) about changes in a company’s Directors or Key Managerial Personnel (KMP).
It is filed when there is an appointment, resignation, removal, or change in designation of directors or KMP, such as Managing Director, CEO, CFO, Company Secretary, or Manager.
What is the due date for filing DIR-12 after appointment or resignation?
DIR-12 is generally required to be filed within 30 days of the relevant event.
- For appointments, the 30 days are counted from the date of appointment approved by the board or shareholders.
- For resignations, many companies count 30 days from the date of receipt of the resignation letter and/or the effective date noted by the board, depending on how the resignation is documented.
What documents are required for the DIR-12 director appointment?
For a director appointment, the usual attachments include:
- Board resolution or shareholder resolution approving the appointment
- Consent to act as director (DIR-2)
- Appointment letter (if issued internally)
- Any supporting documents required by the company’s internal compliance framework
What documents are required for the DIR-12 director's resignation?
For a director's resignation or removal, the typical attachments are:
- Resignation letter from the director
- Board resolution noting acceptance or taking note of the resignation
- Proof of cessation date, if required
- Any optional supporting documents related to the change
Can DIR-12 be filed for KMP changes like the CFO or Company Secretary?
Yes. DIR-12 is also used for KMP changes, including:
- Appointment or cessation of Managing Director, CEO, CFO, Company Secretary, or Manager
- Change in designation or details of KMP
The filing must include the relevant board resolution and the appointment or cessation documents for the concerned KMP.
What happens if DIR-12 is filed late?
If DIR-12 is filed after the due date:
- Additional (late) filing fees are levied, increasing with the period of delay
- It can create compliance gaps during audits, due diligence, or fundraising
- Other MCA filings may get complicated if the director or KMP details are not updated correctly
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Mukesh Goyal is a startup enthusiast and problem-solver, currently leading the Rize Company Registration Charter at Razorpay, where he’s helping simplify the way early-stage founders start and scale their businesses. With a deep understanding of the regulatory and operational hurdles that startups face, Mukesh is at the forefront of building founder-first experiences within India’s growing startup ecosystem.
An alumnus of FMS Delhi, Mukesh cracked CAT 2016 with a perfect 100 percentile- a milestone that opened new doors and laid the foundation for a career rooted in impact, scale, and community.
