Form DIR-12: Director Appointment & Resignation Filing (2026)

What triggers DIR-12 and when the clock starts

• Appointment of a director or KMP — 30 days from the board or general-meeting appointment.
• Resignation — 30 days from the effective date under section 168: the later of the date the company receives the notice and the date stated in it.
• Removal, death or disqualification — 30 days from the event, filed as a cessation.
• Change in designation — for example an additional director regularised at the AGM, or a director elevated to MD.
• First directors at incorporation are captured in SPICe+ — no separate DIR-12.

Attachments by scenario

• Appointment: certified resolution, DIR-2 (the appointee’s written consent to act — mandatory), letter of appointment, and the interest-in-other-entities disclosure where the appointee holds positions elsewhere. First directors of a new company add INC-9.
• Cessation: the notice of resignation plus evidence of cessation — typically the board resolution taking it on record; for removal, the resolution and section 115 notice; for death, the death certificate.
• Change in designation: the certified resolution with a fresh DIR-2 or appointment letter as applicable.

Fees and penalties

Normal fee is the ₹200–₹600 authorised-capital slab, with the standard 2x–12x additional-fee ladder for delay. Beyond fees, section 172 lets the ROC adjudicate a penalty on the company and every officer in default: ₹50,000 plus ₹500 per day of continuing default, capped at ₹3 lakh for the company and ₹1 lakh per officer.

How to file DIR-12 on MCA V3

• Hold the meeting, fix the effective date, and collect DIR-2 and disclosures (appointment) or the resignation letter and acceptance (cessation).
• Log in to MCA V3 → Company e-Filing → DIR-12; the CIN pre-fills company data. Up to 15 directors per form.
• Enter DIN or PAN, designation, category, the event and its effective date. On the V3 form, an appointee director also gives an in-form declaration under their own DSC.
• Attach the scenario documents, affix the company signatory’s DSC plus professional certification, and submit.
• Upload the DSC-affixed PDF within 15 days of the SRN and pay promptly — unpaid SRNs cancel.

DIR-12 versus DIR-11

DIR-12 is the company’s mandatory return. DIR-11 is the resigning director’s own optional intimation to the ROC — useful self-protection when the company drags its feet, but it does not update the master data. Only DIR-12 does that.

How this date is calculated (and why other sites say a day earlier)

The Companies Act sets this deadline as a number of days measured from an event — the AGM, the incorporation date, the board meeting. How those days are counted is not left to convention: section 9 of the General Clauses Act, 1897 governs it for every Central Act. Where a period runs from a day, that first day is excluded. Where it runs to a day, the last day is included.

So for a company holding its AGM on the statutory last date of 30 September 2026, the thirty days begin on 1 October, not on 30 September. Day 30 falls on 30 October 2026.

Many commercial compliance sites publish 29 October for the same fact. That comes from counting the AGM day itself as day one — inclusive counting, which section 9 rules out. It is a single day, and a single day is the difference between an on-time filing and ₹100 per day running from the first.

If your AGM is held earlier than 30 September, the deadline moves with it — thirty days from the day after your actual AGM. Our ROC due-date calculator does the arithmetic from your AGM date.

Primary sources

The dates and fees on this page are read off the statute and the MCA’s own published forms, not copied from other guides. You can check every one of them:

• General Clauses Act, 1897 — section 9 (commencement and termination of time)
• Companies Act, 2013 — full text (India Code)
• MCA — company forms and downloads
• MCA — official portal