How to Filing Form DIR-12 On MCA V3 Portal?

What is Form DIR-12?

Form DIR-12 is a key legal document used to update the MCA about changes in the board of directors. It is required for appointments, resignations, removals, or changes in particulars such as a director’s name or designation.
It’s mandatory for all companies:

• Private Limited Company
• Public Limited Company
• One Person Company (OPC)
• Section 8 Company

When is DIR-12 Filing Required?

Whenever there’s a change in the structure of a company’s board, it must be reported to the MCA through Form DIR-12. This applies not only to appointments and resignations but also to any updates in a director’s role or legal status. Below are the specific situations where DIR-12 filing becomes mandatory:

• Appointment of a Director: When a new director is brought in by the board or shareholders, the company must file DIR-12 within 30 days to record the appointment.
• Resignation of a Director: If a director chooses to step down, their resignation must be formally accepted and reported to the MCA through DIR-12, along with the resignation letter.
• Removal of a Director: When a director is removed by shareholder resolution under Section 169, the removal must be documented and notified using DIR-12.
• Change in Designation: Any change in the role of an existing director (e.g., from Additional Director to Whole-Time Director) must be filed using DIR-12.
• Disqualification or Vacation of Office: If a director becomes disqualified (under Section 164) or vacates office due to non-attendance or other reasons, the company must update this via DIR-12.
• Reappointment or Cessation: When a director is reappointed after their term ends or if their tenure comes to a close, this status change must be filed with the ROC using DIR-12.

Who is Responsible for Filing DIR-12?

When it comes to compliance filings like Form DIR-12, companies can’t afford to make mistakes or delays. The responsibility for filing DIR-12 lies with the company itself, specifically through its authorized signatories. This ensures the Ministry of Corporate Affairs (MCA) receives accurate, time-bound updates on directorship changes.

Below is a clear breakdown of who is eligible and responsible for this filing:

• Company or Its Board: The primary responsibility to file DIR-12 lies with the company itself, typically through a resolution passed by the Board of Directors.
• Company Secretary (CS): In companies that have a CS, they are usually assigned to file DIR-12 on behalf of the company using their DSC.
• Managing Director / Director: In companies without a CS, an existing director or the Managing Director can file the form as an authorized signatory.
• Authorized Professional: Practicing professionals such as a Chartered Accountant (CA), Cost Accountant, or Company Secretary in practice may file DIR-12 if appointed for compliance management.
• Digital Signature Required: The form must be digitally signed before submission. Only individuals registered on the MCA portal with a valid DSC can file it.

Step-by-Step Filing Process on MCA V3 Portal

Filing Form DIR-12 on the MCA V3 portal is a digital process. Here’s a beginner-friendly breakdown:

• Login to MCA V3 Portal: Visit www.mca.gov.in and log in with your registered user ID and password.
• Go to ‘MCA Services’ → ‘Company e-Filings’: Navigate to the e-Filing section and select the appropriate company for which the filing needs to be done.
• Select Form DIR-12: Choose ‘DIR-12’ from the list of available forms and click to open the e-form filing page.
• Pre-Fill CIN and Company Details: Enter the Company Identification Number (CIN). The system will auto-fetch the basic details.
• Enter Director Change Details: Input the director’s appointment, resignation, or role-change details as applicable.
• Attach Required Documents: Upload board resolutions, consent letters, resignation letters, and any other required attachments in PDF format.
• Affix DSC and Verify: Use a valid Digital Signature Certificate (DSC) of the director, CS, or authorized professional to sign the form.
• Submit and Make Payment: Submit the form and complete payment of applicable government fees (based on company type and timeline).

List of Documents Required to Filing Form DIR-12 On MCA V3 Portal?

Following is the list of documents required:

• Board Resolution for Appointment/Resignation/Removal: A certified true copy of the board resolution authorizing the change in director must be attached.
• Consent to Act as Director (Form DIR-2): Required in case of new appointment. It shows the person agrees to act as a director under Section 152(5) of the Companies Act.
• Resignation Letter (if applicable): A copy of the resignation letter submitted by the outgoing director is mandatory in case of resignation.
• Proof of Cessation (in case of death, disqualification, or removal): Any valid documentary proof such as death certificate, disqualification notice, or removal documentation, should be submitted.
• Letter of Appointment (optional but recommended): Helpful in clarifying the terms and date of appointment, especially in case of additional or alternate director roles.
• Declaration of Interest in Other Entities (MBP-1- if applicable): To be filed by the new director to declare their interest in other companies, as per Section 184.
• Identity & Address Proof of the Director (in some cases): PAN and Aadhaar or passport may be required for validation if not already linked in MCA records.
• Digital Signature Certificate (DSC): A valid DSC of the CS, director, or professional filing the form is mandatory for signing and submission.

Penalties for Late or Incorrect Filing

Missing the DIR-12 deadline or filing it with errors can lead to penalties for the company and its officers. Here’s what to watch out for:

• Daily Late Fee: A penalty of ₹100 per day is charged for each day of delay in filing DIR-12, with no maximum cap.
• Penalty on Company: The company may be fined up to ₹50,000 if it fails to file or files incorrect details.
• Penalty on Officers: Directors or responsible officers can face ₹50,000, plus ₹500 per day for continuing default.
• Invalid Board Records: If changes aren’t updated, the director may not be recognized in MCA’s records, affecting legal validity.
• ROC Action: The Registrar of Companies can issue show-cause notices or initiate legal proceedings for non-compliance.

Common Mistakes to Avoid

• Wrong Director Details: Errors in DIN, name, or PAN can lead to rejection.
• Missing Attachments: Not uploading consent letters, resolutions, or resignation letters as required.
• Incorrect Date of Event: Mentioning the wrong appointment/resignation date may cause compliance issues.
• Late Filing: Submitting after 30 days from the event attracts late fees.
• Unsigned or Improper DSC: Using an invalid or unregistered DSC leads to form invalidation.
• Incorrect Role Selection: Confusing roles like “Additional Director” and “Whole-Time Director.”
• Mismatch with Board Resolution: Details in DIR-12 must exactly match the attached resolution.

How EbizFiling Can Help in DIR-12 Filing

DIR-12 filing can be complex. EbizFiling makes it simple and error free.

• Expert Guidance: Our team ensures the correct classification of director changes and selection of appropriate eForm types.
• Document Preparation: We help draft and verify board resolutions, DIR-2, and resignation letters with accuracy.
• Timely Filing: We file DIR-12 within the prescribed 30-day window to avoid late fees or legal issues.
• DSC & MCA Support: Assistance with Digital Signature Certificates and smooth filing on the MCA V3 portal.
• End-to-End Compliance: From drafting to submission, we handle the full process and help respond to any ROC queries, if needed.

Conclusion

Filing Form DIR-12 is a critical legal step whenever there’s a change in the company’s directorship. Delays or errors can lead to penalties and compliance issues. EbizFiling ensures accurate, timely, and hassle-free DIR-12 filing with professional expertise.

Suggested Read :

Revised DIR-2 Form Format

Executive vs Non-Executive Director

Importance of DIR-3 e-KYC for Directors

Consequences of Missing DIR-3 KYC Filing

Foreign Directors for Indian Subsidiaries

FAQs