Form DIR-12 is the company’s return for every change on the board: appointments (including additional, alternate and nominee directors, and MD/WTD), resignations, removals, deaths, and changes in designation — plus appointments and cessations of KMP (CEO, CFO, CS, Manager). The company files it within 30 days of the effective date of the event. It is always the company’s filing, never the individual’s.
Getting DIR-12 right matters beyond the deadline: MCA master data drives every other filing, and a stale board record blocks forms months later. CapEasy’s compliance team handles board changes end to end — resolutions, consents and the filing.
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.
Verified against the Companies Act, 2013 / LLP Act, 2008, MCA rules and circulars as of 31 July 2026. Your exact position depends on your entity and any circulars MCA issues — we confirm it for you, and always recommend checking the official MCA portal. CapEasy is a private consultancy and is not affiliated with any government authority. This page is a guide, not legal advice.