To change a director in a One Person Company (OPC), obtain the incoming director’s DSC and DIN, collect Forms DIR-2 and DIR-8, pass the required resolution, and file Form DIR-12 with the Registrar of Companies within 30 days. The same process applies to a director’s appointment, resignation, removal, or disqualification and typically takes 5–15 working days.
A change of director after OPC registration takes place due to resignation, death, disqualification, incapacity, or the appointment of a new director to manage the company. In such cases, the OPC must pass the required resolution and obtain the new director’s consent.
Key Takeaways
- File Form DIR-12 with the ROC within 30 days of a director’s appointment or cessation due to resignation, removal, or disqualification.
- The incoming director must hold a valid DSC (Class 3) and DIN and must submit Form DIR-2 and Form DIR-8 before the resolution is passed.
- A single-director OPC does not require a formal board meeting. The sole director records the decision in writing under Section 122(4) and enters it in the Minutes Book.
- A director change and a nominee change are two separate legal processes filed through different MCA forms.
- When the sole member-director dies, the nominee assumes membership first and must separately complete the director appointment procedure.
When and Why a Director Change Happens in an OPC?
The most common reasons for director change in an OPC include:
- Resignation of a director.
- Removal of the director by the sole member before the expiry of their term under Section 169 of the Companies Act, 2013.
- Death or incapacity of the director.
- Disqualification of a director under Section 164 of the Companies Act, 2013.
Note: The reason for the director change determines the applicable procedure, supporting documents, and MCA forms that the company must file.
How to Change a Director in OPC? Step-by-Step Process
Follow these steps to change a director in an OPC:
Step 1: Obtain a DSC for the Incoming Director
Get a valid Class 3 Digital Signature Certificate for the incoming director using their:
- PAN and Aadhaar Card
- Address proof (utility bill or bank statement not older than two months)
- Passport-size photograph
A DSC is required for every director to electronically file MCA forms.
Note: For a foreign director, use the passport as identity proof and submit the required documents with apostille or notarization, as applicable, to apply for DSC.
Step 2: Apply for a Director Identification Number
Check whether the incoming director already holds a Director Identification Number (DIN). If not, apply for a DIN through Form DIR-3 on the MCA portal using their PAN, address proof, and a photograph.
If the director already holds a DIN but has not completed DIR-3 KYC, the MCA marks the DIN as inactive. In that case, they must reactivate the DIN by filing DIR-3 KYC and paying the applicable late fee before any appointment or filing proceeds.
Step 3: Collect Form DIR-2 and Form DIR-8
The incoming director must sign Form DIR-2 (consent to act as director) and Form DIR-8 (declaration of non-disqualification under Section 164). Both forms are to be signed before the resolution is passed.
Step 4: Pass a Board Resolution
Approve the director change through the appropriate resolution. The process depends on the number of directors in the OPC.
- For a single-director OPC, no formal board meeting is required. Under Section 122(4) of the Companies Act, 2013, the sole director can record the decision in writing, sign and date it, and enter it in the Minutes Book.
- If the OPC has more than one director, convene a board meeting after giving the required notice and pass the resolution approving the change.
Use the resolution format below and remove the resignation-related paragraph if the change involves only the appointment of a new director.
Note: If appointing an Additional Director, obtain the members’ approval as required under the Companies Act.
Step 5: File Form DIR-12 with the ROC
File Form DIR-12 within 30 days of a director’s appointment or resignation, along with:
- Form DIR-2 and Form DIR-8
- A certified copy of the resolution
- The resignation letter, where applicable
Keep the company’s records available for verification, including the Certificate of Incorporation, the company’s PAN, and the Memorandum and Articles of Association, available for verification.
Note: File Form DIR-12 within 30 days of the director’s appointment or cessation to avoid additional fees. Late filing attracts 2× to 12× of the normal fees.
Step 6: Update Statutory Registers
Update the Register of Directors under Section 170 and the Minutes Book to reflect the change. If the outgoing director is also the sole member, record the change in membership through the required filings. Ensure these registers remain accurate and available for inspection.
If the change also affects membership, update the Register of Members under Section 88 and make the applicable filings. Ensure these records remain accurate and consistent with the company’s MCA filings and Form MGT-7A, where applicable.
The entire process typically takes between 5 and 15 working days, provided all documents are in order at the time of filing.
Note: If the sole member-director dies or becomes incapacitated, the nominee named in Form INC-3 succeeds to the membership, subject to the prescribed requirements. In that case:
- Update the Register of Members and the Register of Directors accordingly.
- File Form INC-4 within 30 days with the required supporting documents.
- Have the new member nominate another person as nominee within the prescribed timeline.
- Appoint the new director once the membership change is complete.
Cost of Changing Director in OPC: Government Fees, DSC, DIN & Professional Charges
The total cost of changing a director in an OPC ranges from ₹4,700 to ₹5,900+, depending on share capital and professional assistance.
The breakdown of costs is as follows:
| Component | Cost | Details |
| Government filing fees (DIR-12 & DIR-11) | ₹200–₹400 | MCA fee based on authorized share capital (₹200 up to ₹1 lakh, ₹300 for ₹1–₹4.99 lakh, ₹400 for ₹5–₹24.99 lakh) |
| DSC | ₹2,500 | Required for the incoming director to file forms on the MCA portal |
| DIN | ₹0–₹500 | Free if already allotted; ₹500 if a new DIN is applied |
| Professional fees (optional) | ₹1,999 | Charges for CA/CS or consultant handling drafting and filing |
Key Compliance Steps After a Change of Directors in OPC
The key compliance requirements after new directors are appointed in an OPC are:
1. GST Registration: The new director submits their PAN, Aadhaar, and photograph through an amendment application on the GST portal.
2. Bank Account Signatories: The company’s bank must be formally notified of the change. The new director submits their signature, identity proof, and a certified copy of the board resolution to revise the authorized signatory records.
3. Income Tax Records: The company links the new director’s PAN with the company’s PAN on the Income Tax portal to ensure proper compliance.
4. Business Licences and Registrations: Any trade licences, Udyam registration, or Import Export Code carrying the outgoing director’s details must be revised with the relevant authorities.
5. DIR-3 KYC: The new director must complete DIR-3 KYC on the MCA portal by 30th September of the relevant financial year. Non-filing results in DIN deactivation, which blocks all future MCA filings for the company.
