DIR-12
What DIR-12 means, how it works, a worked example, the mistakes we see and the questions founders ask.
DefinitionDIR-12 is the MCA form a company files to report the appointment, resignation or change in designation of a director or key managerial person, within 30 days of the event.
Any change on the board goes to the Registrar through DIR-12. Appointing a new director needs their DIN, written consent in DIR-2, a declaration that they are not disqualified, and the board or shareholder resolution that made the appointment. A resignation needs the resignation letter and the board's acknowledgement; the outgoing director may also file DIR-11 to protect themselves. You meet DIR-12 when a co-founder joins or leaves, when an investor takes a board seat, or when a director's role changes. What it means for you: file within 30 days, because the additional fee climbs with delay and the MCA record is what banks, investors and the GST department rely on to see who runs the company. An unfiled resignation leaves the person liable for the company's defaults.
How DIR-12 works
DIR-12 keeps the public record of who runs the company. It is filed within 30 days of any change in the board: an appointment, a resignation, a change in designation (for example an additional director becoming a director at the AGM) or the appointment of a key managerial person such as a company secretary or chief financial officer.
An appointment attaches the person's consent on Form DIR-2, the board or shareholders' resolution and a declaration that the person is not disqualified. A resignation attaches the resignation letter and, usually, the director's own intimation to the Registrar on DIR-11, which protects the director if the company drags its feet. Each director named in the form must hold an active DIN.
The fee follows share capital and the additional fee for delay runs up to twelve times the normal fee. A board change that is never reported leaves the old director on the record, liable for filings they no longer control, and leaves the new one without the authority the bank and the GST portal expect to see.
A co-founder leaves a Gurugram company on 10 April and a new chief technology officer joins the board on the same day. The company passes the board resolution on 12 April and files one DIR-12 by 10 May covering both changes: the cessation with the resignation letter, the appointment with the DIR-2 consent. The departing co-founder files DIR-11 on 15 April so the Registrar has her side of the record whatever the company does.
Mistakes we see with DIR-12
- Appointing a director whose DIN is deactivated for missed DIR-3 KYC; the form will not accept it until the KYC is done.
- Filing the resignation without the letter, or with a letter dated after the board meeting that accepted it.
- Forgetting the second filing when an additional director is regularised at the AGM; the change in designation is a reportable event.
Last updated 19 October 2026. Checked against the MCA, GST, Income-tax and Trade Marks rules in force for October 2026.
Where you will meet this term
Questions founders ask about DIR-12
What is the time limit for DIR-12?
30 days from the appointment, resignation or change in designation. Count from the date of the resolution or the effective date on the resignation letter, whichever applies.
Should a resigning director also file DIR-11?
It is optional since 2018, but we still recommend it. DIR-11 puts the resignation on the Registrar's record from the director's side, which matters if the company delays or never files DIR-12.
Can a company have a director without a DIN?
No. The DIN is allotted on DIR-3 or, for up to three first directors, through SPICe+ at incorporation. DIR-12 cannot be filed for a person without an active DIN.