Change of Director in a Company

A change in director refers to a change in a company's Board of Directors or an existing director's designation. It may involve appointing, resigning, removing, or changing a director's designation. Companies must report applicable changes to the Registrar of Companies (ROC) through the prescribed MCA forms. Timely reporting keeps the company's statutory records updated and helps maintain compliance with applicable company law requirements.

The filing requirements and approvals depend on the type of director change and the circumstances involved.

Why Do Director Changes Happen?

Changes in a company's Board can happen for several business or legal reasons. Common situations include:

• Resignation of a Director: A director may resign due to personal reasons, retirement, a new opportunity, or other circumstances.
• Removal of a Director: A company may remove a director by following the procedure prescribed under the Companies Act, 2013.
• Appointment of a Director: A company may appoint a new director to fill a vacancy, add expertise, or meet its Board requirements.
• Change in Designation: An existing director's designation may change, such as becoming a Managing Director or Whole-time Director. MCA's DIR-12 covers changes in designation.
• Change in Director's Personal Details: A director may need to update details such as their name, address, personal mobile number, or email address. The applicable MCA filing depends on the type of change, with DIR-3 KYC Web now used for changes in residential address, personal mobile number, and personal email address.

Director changes are governed mainly by the Companies Act, 2013 and the rules made under it. The applicable provisions depend on whether the change involves an appointment, resignation, removal, change in designation, or another type of cessation.

1. Section 152 of the Companies Act, 2013

Section 152 deals with the appointment of directors and sets out key requirements for their appointment and consent. A proposed director must have a valid Director Identification Number (DIN) where required, and the applicable consent details are included in the current MCA filing process.

2. Section 168 of the Companies Act, 2013

Section 168 deals with the resignation of a director. A director may resign by giving written notice to the company. The company must report the cessation to the ROC through DIR-12, while the resigning director may also file DIR-11.

3. Section 169 of the Companies Act, 2013

Section 169 deals with the removal of directors. Subject to the applicable exceptions, a company may remove a director by following the prescribed procedure, including special notice and an opportunity for the director to be heard.

4. Section 164 of the Companies Act, 2013

Section 164 specifies the circumstances that can disqualify a person from being appointed as a director. These include certain insolvency, conviction, court or Tribunal order, and company-default-related grounds.

5. Section 149 of the Companies Act, 2013

Section 149 deals with the composition of a company's Board of Directors. It covers the minimum and maximum number of directors and the requirement for a resident director.

6. Section 161 of the Companies Act, 2013

Section 161 covers certain special appointments, including additional, alternate, and nominee directors. It also covers the filling of casual vacancies in applicable cases.

7. Section 165 of the Companies Act, 2013

Section 165 places limits on the number of companies in which an individual can hold directorships. This should be checked before appointing a person as a director.

8. Section 167 of the Companies Act, 2013

Section 167 specifies the circumstances in which a director's office becomes vacant. These provisions may apply when a director ceases to hold office.

9. Section 170 of the Companies Act, 2013

Section 170 deals with the company's register of directors and key managerial personnel and their shareholding. It supports the maintenance of updated director records.

The documents required depend on whether the company is appointing, resigning, removing, or changing the designation of a director.

• For Appointment: DIN details, consent to act as director, declaration of non-disqualification, identity and address documents where required, and applicable board or shareholder resolutions.
• For Resignation: Resignation letter and the applicable board records and resolutions.
• For Removal: Special notice, meeting notice, director's representation if submitted, and the applicable shareholder resolution.
• For Change in Designation: Applicable board or shareholder resolution and supporting documents required for the new designation.
• For MCA Filing: Additional information or documents may be required based on the event selected in DIR-12 and the applicable MCA requirements.

The appointment process depends on the type of director and the applicable provisions of the Companies Act, 2013. For a regular director appointment, the company generally follows these steps:

1. Check Director Eligibility: Verify that the proposed director meets the applicable requirements and is not disqualified under the Companies Act. Confirm that the person has a valid DIN or complete the applicable process to obtain one.
2. Obtain DIN, If Required: If the proposed director does not have a DIN, they must follow the applicable MCA process to obtain one. For an existing company, this may include filing Form DIR-3.
3. Obtain Required Declarations: Obtain DIR-2 consent and the required declaration of non-disqualification in DIR-8, along with disclosure of interest where applicable. The company should also obtain disclosure of interest where required.
4. Hold the Required Meeting: Follow the applicable procedure under the Companies Act and the company's Articles of Association. A regular director appointment generally requires approval by the members at a general meeting, while certain types of directors may be appointed by the Board under specific provisions.
5. File Form DIR-12: File Form DIR-12 with the ROC to report the appointment. The filing is generally required within 30 days of the appointment.
6. File MGT-14, Where Applicable: File Form MGT-14 if the applicable resolution or provisions of the Companies Act require it.
7. Update Company Records: Update the company's statutory registers, records, and other applicable registrations after the appointment.

A director can resign by giving written notice to the company. The company must then record the resignation and complete the applicable MCA compliance within the prescribed timeline.

1. Submit a Resignation Letter: The director must give written notice of resignation to the company. The resignation takes effect from the date the company receives the notice or a later date specified by the director, whichever is later.
2. Board Takes Note of the Resignation: The Board takes note of the resignation after receiving the notice. The company must also place the fact of the resignation in the report of directors at the immediately following general meeting.
3. File DIR-12 With the ROC: The company must file Form DIR-12 with the Registrar of Companies within 30 days of the director's resignation. The filing records the director's cessation from the company.
4. File DIR-11, If Required: The resigning director may file Form DIR-11 with the ROC within 30 days of resignation. The form includes a copy of the resignation and the reasons for resignation.
5. Update Company Records: The company should update its statutory records and other applicable registrations where the outgoing director's details are recorded.

How to Remove a Director from a Company?

To remove a director from a company before the end of their term, the company must follow the procedure under Section 169 of the Companies Act, 2013. The process generally involves special notice, a general meeting, and filing the change with the ROC.

1. Issue Special Notice: The member or members entitled to give special notice must give notice of the proposed removal in accordance with Section 115 and the applicable rules.
2. Send Notice to the Director: The company must send a copy of the special notice to the concerned director. The director has the right to make a written representation and to be heard at the general meeting.
3. Hold the General Meeting: The company calls the required general meeting to consider the proposed removal. Subject to the applicable provisions and exceptions, the company may remove the director by passing an ordinary resolution.
4. File DIR-12 with the ROC: The company must file Form DIR-12 with the Registrar of Companies to report the director's cessation. The filing is generally required within 30 days of the relevant change.
5. Fill the Vacancy, If Required: The vacancy created by the removal may be filled at the same meeting, subject to the requirements of Section 169 and the applicable special-notice requirements.

The Section 169 procedure does not apply to directors appointed by the Tribunal under Section 242, and certain other exceptions may apply based on the manner of appointment.

Beyond appointment, resignation, and removal, companies may also need to update a director's personal particulars or designation. The applicable MCA form depends on the type of change.

How to Update a Director's Address in MCA?

To update a director's residential address with the Ministry of Corporate Affairs (MCA):

• File Form DIR-3 KYC Web:
  • From 31 March 2026, a change in a director's residential address must be reported through Form DIR-3 KYC Web within 30 days of the change.
  • The same filing route applies to changes in the director's personal mobile number or email address.
  • The director must complete the applicable verification and digital signature requirements under the MCA process.
• Update MCA Records:
  • After processing, the updated residential address is reflected in the director's MCA records.
  • The director must also intimate the change to the company or companies where they are a director within 15 days of the change.

Note: From 31 March 2026, routine DIN KYC is required once every third consecutive financial year, subject to the applicable filing cycle.

Board Resolution for Change in Director Designation

When changing a director's designation, say from Executive Director to a Non-Executive Director, the company must follow the approval requirements applicable to that designation and its Articles of Association.

• Pass Board Resolution:
  • Obtain the required approval under the Companies Act, 2013 and the company's Articles of Association.
  • Record the decision in the relevant meeting minutes and maintain the applicable company records.
• File Form DIR-12:
  • Report the change in designation to the ROC through Form DIR-12 within 30 days of the change.
  • DIR-12 is filed to formally notify the Registrar of Companies about the change in the director's designation and update the company's MCA records.
  • The information and supporting documents required depend on the nature of the designation change and the applicable MCA filing requirements.

Note: A change in a director's name is generally reported through Form DIR-6 within 30 days because it is a change in the particulars stated in the DIN application. The exact filing route depends on the particular personal-detail change and the current MCA functionality. The director must provide appropriate proof of the changed particulars. A Gazette notification or updated PAN should not be treated as mandatory for every name change.

The wording of a resolution depends on the type of director change and the approval required under the Companies Act, 2013 and the company's Articles of Association. The following sample formats are illustrative and should be adapted to the company's circumstances.

Resolution for Taking Note of Director's Resignation

“RESOLVED THAT the resignation of Mr./Ms. [Name], DIN [DIN], from the office of Director of the Company, received on [Date], be and is hereby taken on record with effect from [Effective Date].

RESOLVED FURTHER THAT Mr./Ms. [Authorized Person], be and is hereby authorized to file the necessary forms with the Registrar of Companies and update the Company's statutory records accordingly.”

Resolution for Change in Director Designation

“RESOLVED THAT, subject to the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, the designation of Mr./Ms. [Name], DIN [DIN], be changed from [Existing Designation] to [New Designation] with effect from [Effective Date].

RESOLVED FURTHER THAT Mr./Ms. [Authorized Person], be and is hereby authorized to make the necessary filings with the Registrar of Companies and update the Company's statutory records accordingly.”

Resolution for Appointment of a Director

“RESOLVED THAT, subject to the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr./Ms. [Name], DIN [DIN], be appointed as a Director of the Company with effect from [Effective Date].

RESOLVED FURTHER THAT Mr./Ms. [Authorized Person] be and is hereby authorized to file the necessary forms with the Registrar of Companies and update the Company's statutory records accordingly.”

Different director-related events may require different MCA forms. The applicable form depends on the type of change and the company's circumstances.

DIR-12 is the primary form for reporting most changes in a company's directors. Other forms apply only where the relevant circumstances or legal requirements call for them.

The timeline depends on whether the change involves an appointment, resignation, removal, or change in designation. Many of these director-related changes and their compliance requirements have been affected by the 2026 amendments, so the applicable timeline should be checked for the specific change.

The actual completion time may vary depending on the type of change, required approvals, documents, and MCA processing.

The government fee for a director change generally starts at ₹200 and goes up to ₹600 for DIR-12, depending on the company's nominal share capital. Additional fees may apply when the form is filed after the prescribed deadline.

DIR-12 Government Fee Structure

The normal MCA fee for DIR-12 depends on the company's nominal share capital.

Other forms: DIR-6 does not have a prescribed MCA filing fee. Professional fees, DSC charges, and stamp duty may apply separately, depending on the filing.

Late Filing Fees for Director Changes

DIR-12 is generally required to be filed within 30 days of the appointment, cessation, or change in designation of a director or KMP. For an IFSC company, the current MCA instruction kit provides a 60-day filing period.

If DIR-12 is filed late, additional fees are calculated based on the period of delay.

These are additional filing fees based on the normal fee, not a ₹100-per-day penalty.

Apart from the MCA filing fee, additional costs may apply for DSC, professional fees, and stamp duty.

A director change may require updates to other business registrations, licenses, authorized-signatory records, and company records. The exact requirements depend on the director's role and the registrations maintained by the company.

1. GST Registration Update

If the outgoing or incoming director is listed as an authorized signatory on the company's GST registration, the company should update the relevant details on the GST portal.

• Log in to the GST Portal: Use the company's existing GST credentials to access the portal.
• Open the Amendment Section: Go to Services > Registration > Amendment of Registration Non-Core Fields. GST treats authorized signatory details as non-core fields.
• Update the Authorized Signatory:
  • Add the new authorized signatory, where required.
  • Remove the outgoing authorized signatory, where applicable.
  • Update the relevant contact details.
• Verify and Submit: Complete the applicable verification and submit the amendment using DSC or EVC, as permitted. Non-core amendments are updated automatically after successful submission and do not require approval by a tax officer.

A director change does not by itself require a GST amendment unless it affects the information recorded in the GST registration.

2. Bank Account Updates

The company should inform its bank when a director who is an authorized signatory or account operator is replaced. The bank will update the account mandate after completing its verification.

• Pass a Board Resolution: Where required, approve the appointment or removal of the authorized signatory.
• Submit Documents to the Bank:
  • Certified copy of the applicable Board resolution
  • KYC documents of the new authorized signatory
  • Other documents requested by the bank
• Update the Bank Mandate: The bank verifies the information and updates the authorized signatories or operating instructions for the account.

The exact documents and process may vary between banks and account mandates.

3. Updates to Other Business Licenses and Registrations

Other registrations may also need to be updated when a director's role or authorized-signatory details change. The requirement depends on the registration and the rules of the relevant authority.

• Import Export Code (IEC): If the director change affects information recorded in the IEC profile, update the relevant details through the DGFT portal using the applicable IEC modification facility.
• PF and ESI Registration: Update employer or authorized-signatory information where the outgoing or incoming person is recorded in the relevant EPFO or ESIC records.
• FSSAI License or Registration: If the change affects information recorded in the FSSAI registration or license, the business may need to submit a modification through FoSCoS. FSSAI provides a specific modification process for licenses and registrations.
• RERA Registration: Real estate businesses should check the applicable state RERA requirements if the director is part of the promoter or other information recorded with the authority.
• Other Sector-Specific Registrations: Businesses regulated by SEBI, RBI, or other authorities should check whether the director change affects their regulatory records or authorized persons.
• Company Statutory Records: Update the company's register of directors and other applicable statutory records to reflect the appointment, cessation, or change in designation.

Keeping registrations and records updated helps maintain compliance and prevents issues with outgoing directors.