Updated for FY 2025–26 | MCA V3 Portal Ready

Change Director of Your Company Add, Remove or Resign Online

Appointment · Resignation · Removal · DIR-12 · DIR-11 · DIR-2 Filing Expert CA/CS Assistance · 100% Online · PAN India · Done in 3–5 Days

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Online Process

Understanding the Basics

What is Change in Director?

FY 2025–26 Important Update: All Director change filings (DIR-12, DIR-11) must now be submitted exclusively via the MCA V3 portal. The old V2 portal is permanently deactivated. Late filing beyond 30 days now attracts enhanced penalties under the Companies (Amendment) Act, 2024. SSATAX is fully V3-compliant and files on the same day documents are received.

Director in a Company

A Director is an individual appointed by shareholders to manage and govern the company's affairs. Every Private Limited Company must have minimum 2 directors; Public Limited minimum 3.

Section 149, Companies Act 2013

What is Change in Director?

Any alteration in the composition of a company's Board of Directors including appointment of a new director, resignation of an existing one, or removal by shareholders is called Change in Director.

Event-Based ROC Filing

When is ROC Intimation Required?

Every time a director is added, removed, or resigns, the company must file Form DIR-12 with the Registrar of Companies within 30 days of the board resolution. Failure invites penalties.

DIR-12 · DIR-11 · DIR-2

Know the Difference

Resignation vs Removal vs Appointment Key Differences

Parameter Appointment Resignation Removal
Who Initiates? Board / Shareholders Director Himself/Herself Shareholders (Ordinary Resolution)
Minimum Notice 7 days for Board Meeting Written notice to company 21 days for EGM Notice
Resolution Type Board Resolution (or Ordinary) Board Resolution acknowledging Ordinary Resolution at EGM
Forms to File DIR-12 + DIR-2 DIR-12 (by company) + DIR-11 (by director) DIR-12
Filing Deadline 30 days of resolution 30 days of resolution 30 days of EGM
Director's Right to be Heard? N/A N/A ✔ Yes before EGM
Effective Date Date of appointment in resolution Date company receives notice (or later) Date resolution is passed
Form INC-20A Can It Be Reversed? Director can be removed later Resignation is usually irrevocable Can re-appoint later

🔄 Step-by-Step Process

How to Change Director Complete Process (2025)

➕ Process: Appointment of New Director
1

Obtain DIN (Director Identification Number)

New director applies for DIN via MCA portal (DIR-3 or SPICe+) with PAN, Aadhaar, and photo. SSATAX handles this.

Day 1
2

Collect DIR-2 (Consent to Act)

Director provides written consent in Form DIR-2 declaring willingness to act as director and disclosing disqualifications, if any.

Day 1–2
3

Board Resolution

Board of Directors passes resolution appointing the new director, with date of appointment clearly mentioned.

Day 2
4

Update Statutory Registers

Register of Directors (MGT-1) is updated with new director's details, DIN, and appointment date.

Day 2–3
5

File Form DIR-12 with ROC

Company files DIR-12 on MCA V3 portal within 30 days, attaching Board Resolution, DIR-2, and identity proofs.

Day 3–4
6

ROC Acknowledgement

MCA updates the company's master data with the new director. SRN is generated as confirmation of filing.

Day 4–5
🚪 Process: Resignation / Removal of Director
1

Written Resignation / EGM Notice

Resignation: Director submits written notice to company. Removal: Company issues EGM notice at least 21 days in advance.

Day 1
2

Board / General Meeting

Resignation: Board meeting acknowledges the resignation. Removal: EGM held, director given chance to be heard, Ordinary Resolution passed.

Day 1–4
3

DIR-12 by Company (Both Cases)

Company files DIR-12 with ROC within 30 days of Board resolution (resignation) or EGM resolution (removal).

Day 2–5
4

DIR-11 by Director (Resignation Only)

The resigning director also files Form DIR-11 with ROC personally within 30 days, with evidence of resignation letter sent to company. SSATAX assists with DIR-11 filing too.

Day 3–5
5

Update Statutory Registers

Register of Directors updated to reflect the exit. Company's compliance records updated accordingly.

Day 4–5
6

ROC Acknowledgement

MCA V3 portal updates master data removing the director. Confirmed via SRN / CIN master data on MCA website.

Day 5

📋 Documents Checklist

Documents Required for Director Change

For Appointment of New Director

PAN Card of new director

Aadhaar Card / Passport

Recent passport size photo

Current address proof (bank stmt / utility bill)

DIR-2 Consent Form (signed)

Board Resolution copy

DSC of existing director

Company CIN & registered email

For Resignation / Removal

Resignation letter (signed by director)

Board resolution acknowledging resignation

EGM Notice (for removal cases)

Ordinary Resolution copy (removal)

DSC of authorised director for DIR-12

DSC of resigning director for DIR-11

Company CIN & registered email

Register of Directors (MGT-1) copy

✅ SSATAX Advantage: We draft all documents Board Resolutions, EGM Notice, DIR-2, resignation letter format so you only sign and share. Our CA/CS team verifies everything before filing.

Non-Compliance Consequences

Penalties for Late or Non-Filing of DIR-12

Failing to file DIR-12 within the prescribed time can lead to heavy penalties, compliance issues, and operational disruptions for your company.

Penalty on Company

₹50,000 fixed penalty plus ₹500 per day of continuing default, subject to a maximum penalty of ₹5,00,000.

Penalty on Officers

₹10,000 fixed penalty plus ₹100 per day of continued default, up to ₹50,000 per officer in default.

DIN Deactivation Risk

Failure to complete DIR-3 KYC may deactivate the director's DIN, preventing future ROC filings.

Compliance Blockage

Incorrect or outdated director records can delay annual filings, approvals, and regulatory compliances.

Banking & Loan Issues

Banks and financial institutions may reject account updates, loan applications, or KYC requests.

Business Disruption

Non-compliant director records may create problems during tenders, funding rounds, audits, and due diligence checks.

Know Your Forms

DIR-12 vs DIR-11 vs DIR-2 What's the Difference?

Form Purpose Who Files It? Deadline Applicable For
DIR-12 Intimate ROC about director appointment / resignation / removal Company (via authorised director) Within 30 days of resolution All director changes
DIR-11 Director personally intimates ROC about his/her own resignation Resigning Director Within 30 days of resignation Resignation only
DIR-2 Written consent by incoming director to act as director New Incoming Director Before Board resolution Appointment only
DIR-3 Director Identification Number (DIN) application New Director (first-time) Before appointment New directors without DIN
DIR-3 KYC Annual KYC of existing DIN holders All Directors with DIN 30 Sept every year All existing directors
MR-1 Appointment of MD / WTD / Manager Company 60 days of appointment MD / WTD changes only

Why Choose Us

Why SSATAX is India's Most Trusted Director Change Service

Same-Day DIR-12 Filing

Documents verified before 3 PM are filed the same day on the MCA V3 portal clock starts, zero waiting.

Qualified CA + CS On Every Case

Not call-center agents a dedicated CA and CS handles your matter from start to finish, ensuring 100% legal compliance.

We Draft All Documents

Board resolutions, EGM notice, DIR-2, resignation letter format all drafted by our legal team. You just sign and share.

DIN Verification Before Filing

We check the DIN status, KYC status, and disqualification status of all directors before initiating any filing no surprises later.

Free Lifetime Consultation

Post-service questions? No charge, ever. Our team is available via call, WhatsApp, and email even after the service is done.

Zero Hidden Charges

We show you the complete cost breakdown professional fee + any applicable govt fees before you pay. No surprises.

100% Online PAN India

We serve companies in all 28 states and 8 UTs. Share documents on WhatsApp or email no physical visit required.

Forbes Modern India Game Changer 2024

Recognised nationally for innovation, client satisfaction, and excellence in legal-tech services. Over 1.03 lakh clients served.

Common Questions

Frequently Asked Questions

Everything you need to know about Pvt Ltd annual compliance in India - answered plainly.

Form DIR-12 must be filed with the Registrar of Companies (ROC) within 30 days of the date of passing the Board Resolution (for appointment/resignation) or the EGM Resolution (for removal). Late filing beyond 30 days attracts enhanced penalties under the Companies (Amendment) Act, 2024 ₹50,000 + ₹500 per day for the company. SSATAX files DIR-12 the same day the resolution is passed.
Yes. Under Section 168 of the Companies Act, 2013, a director can resign by giving written notice to the company. The resignation takes effect from the date the company receives the notice, or the date mentioned in the resignation letter whichever is later. The Board's approval is not required, but the Board must pass a resolution acknowledging the resignation and file DIR-12 within 30 days. The resigning director must also file DIR-11 personally.
A Private Limited Company must have a minimum of 2 directors at all times. If a resignation or removal would result in the company falling below this minimum, the resignation/removal cannot take effect until a new director is appointed to meet the minimum requirement. SSATAX always advises clients to appoint a replacement director before processing the departure of an existing one to avoid this situation.
DIN (Director Identification Number) is a unique 8-digit number allotted by MCA to every individual who wants to be appointed as a director in any Indian company. As per Section 154 of the Companies Act, 2013, no person can be appointed as a director without a valid DIN. SSATAX obtains DIN for new directors as part of our appointment service at no extra charge.
Yes. Under Section 169 of the Companies Act, 2013, shareholders can remove a director (except an Independent Director appointed for a second term) by passing an Ordinary Resolution at a General Meeting even without the director's consent. However, the director must be given an opportunity to be heard. The company must send a special notice of the EGM at least 21 days in advance and must allow the director to submit a representation to shareholders before voting.
Form DIR-11 is filed by the resigning director himself/herself with MCA to inform the ROC of their resignation. It is separate from DIR-12 (which is filed by the company). The director must file DIR-11 within 30 days of submitting the resignation notice to the company. This ensures that the director is no longer liable for the company's affairs after the resignation date. SSATAX assists resigning directors in filing DIR-11 as part of our comprehensive service.
Under Section 165 of the Companies Act, 2013, a person can be a director in a maximum of 20 companies simultaneously, of which not more than 10 can be public limited companies. If a new appointment would breach this limit, the appointment is void. SSATAX checks the DIN dashboard of incoming directors to verify current directorships before proceeding with any appointment.
Yes, there is a nominal MCA government fee for filing DIR-12, which depends on the authorized capital of the company. For small companies with paid-up capital below ₹1 lakh, the fee is ₹200. It increases in slabs up to ₹600 for companies with paid-up capital above ₹5 lakhs. Additionally, DIR-11 (by the director) has a ₹500 fee. SSATAX provides you with the exact fee breakdown before you proceed no surprises.
No. Under Section 164 of the Companies Act, 2013, a person who is disqualified (e.g., due to a company in which they were a director failing to file annual returns or financial statements for 3 consecutive years, or conviction of an offence, or insolvency) cannot be appointed as director in any company for 5 years. SSATAX mandatorily verifies the disqualification status of all incoming directors before initiating any appointment to protect the company from invalid appointments.
With SSATAX, the complete process from document collection to ROC acknowledgement is typically completed in 3–5 working days. Day 1: document collection and DIN verification. Day 2: resolutions and notices drafted and signed. Day 3–4: DIR-12/DIR-11 filed on MCA V3 portal. Day 5: ROC acknowledgement and master data updated. Delays may occur only if MCA portal is under maintenance or documents are incomplete.