Director Change Services in India

What is Director Change?

Director change refers to the addition, removal, or replacement of a director on a company’s board. This process is governed by the Companies Act and must follow strict procedural and filing requirements to be legally valid.

Legal Requirements for Director Change

• Director Identification Number (DIN): Every new director must have an active DIN before appointment.

• Consent to Act (Form DIR-2): The proposed director must provide written consent to hold office.

• Board/Shareholder Resolution: Director appointments or changes must be approved by the board and/or shareholders in a duly convened meeting.

• Filing with Registrar: The company must file the particulars of appointment or change in Form DIR-12 with the Registrar of Companies within 30 days.

• Update Registers: The Register of Directors and Key Managerial Personnel must be updated with the new director’s details.

Step-by-Step Director Change Process

1. Review Articles of Association (AOA)

Check the company’s AOA for provisions regarding director appointment or removal. Amend the AOA if necessary to allow the proposed change.

2. Obtain DSC and DIN (for new director)

The proposed director must have a Digital Signature Certificate (DSC). If not already allotted, apply for a DIN using Form DIR-3.

3. Obtain Director’s Consent (Form DIR-2)

The individual must submit a signed consent to act as director to the company.

4. Conduct Board Meeting/General Meeting

Convene a board meeting to propose the director change and, if required, call a general meeting (AGM/EGM) for shareholder approval. Pass the necessary resolution(s) for appointment, resignation, or removal.

5. Issue Letter of Appointment or Acceptance

For appointment: Issue a formal letter of appointment to the new director.
For resignation: Accept the outgoing director’s resignation and record it in the minutes.

6. File Regulatory Forms

File Form DIR-12 with the Registrar of Companies within 30 days of the change, attaching the board/shareholder resolution, consent (DIR-2), and resignation letter (if applicable). If the director is resigning, the director may also file Form DIR-11.

7. Update Internal and Regulatory Records

Update the company’s Register of Directors and Key Managerial Personnel. Update details with other regulatory and tax authorities as required.

Required Documents for Director Change

Document Type	Details/Description
Board/Shareholder Resolution	Copy of the resolution approving appointment/resignation/removal
Consent to Act (Form DIR-2)	Signed consent from the incoming director
Resignation Letter (if applicable)	Written resignation from the outgoing director
Proof of DIN and DSC	DIN allotment letter and DSC for new director
Letter of Appointment/Acceptance	Formal letter to the new or outgoing director
Form DIR-12	Filed with ROC for the change
Form DIR-11 (if applicable)	Filed by resigning director
Register of Directors Update	Updated register reflecting the change
Other Supporting Documents	Minutes of meetings, identity/address proof if required

Director Change Compliance Checklist

Step/Requirement	Description
AOA Review	Ensure AOA allows for proposed director change
DIN & DSC	Obtain for new director if not already allotted
Consent & Resignation	Collect DIR-2 and resignation letter (if applicable)
Resolution	Pass board/shareholder resolution as required
Timely ROC Filing	File DIR-12 (and DIR-11 if applicable) within 30 days
Register Update	Update Register of Directors and KMP
Regulatory Updates	Update details with tax and other authorities

Frequently Asked Questions (FAQs)

Is shareholder approval always required for director change?

Shareholder approval is required for most appointments and removals, except for certain board-appointed positions (e.g., additional or alternate directors).

What is the deadline for filing DIR-12 after director change?

DIR-12 must be filed within 30 days of the appointment, resignation, or removal.

Can a foreign national be appointed as a director?

Yes, subject to compliance with eligibility criteria and documentation.

What happens if DIR-12 is not filed on time?

Late filing attracts additional fees and may result in compliance penalties.

Is the outgoing director required to file DIR-11?

It is optional but recommended for the director’s own record.

Can a director be appointed without a DIN?

No, an active DIN is mandatory for all directors.

Get Started

Contact us today for expert assistance in changing directors for your company. Experience a hassle-free, secure, and fully compliant process—so your board remains effective and your company stays legally protected.

Let our professionals handle your director change and compliance so you can focus on your business growth.