Compliance

How to File Form DIR-12 on MCA V3 Portal?

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

Introduction

Every entry or exit of the director leaves behind a complex trail of paperwork, and this begins with Form DIR-12 in a legal context. This blog explores, how Form DIR-12 becomes your company’s voice to MCA when directors enter or leave.

 

Summary

  • DIR-12 must be filed with MCA for every director appointment, resignation, or role change.
  • Filing must be done within 30 days with proper documents and DSC.
  • Errors or delays attract daily penalties and legal consequences.
  • Common mistakes include wrong details, missing documents, or late submissions.
  • EbizFiling offers expert, end-to-end support for smooth, error-free filing.

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.

We handle Pvt Ltd annual compliance and LLP annual compliance, including ROC and tax filings, ensuring your business stays compliant.

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

1. What is Form DIR-12?

DIR-12 is used to inform MCA about the appointment, resignation, or removal of directors in a company.

2. Who must file DIR-12?

The company is responsible for filing DIR-12, usually through the CS, director, or authorized professional.

3. What is the due date for filing DIR-12?

Within 30 days of the event (appointment, resignation, or removal).

4. What documents are needed for DIR-12 filing?

Board resolution, consent letter (DIR-2), resignation letter, and other supporting documents.

5. Is DSC mandatory for filing DIR-12?

Yes, DIR-12 must be signed using a valid Digital Signature Certificate.

6. What happens if DIR-12 is filed late?

A penalty of ₹100 per day applies until filing is completed.

7. Can DIR-12 be filed without a Company Secretary?

Yes, a director or practicing professional can also file if the company has no CS.

8. Is DIR-12 applicable to all companies?

Yes, including Private Ltd, Public Ltd, OPC, and Section 8 companies.

9. Can one DIR-12 form be used for multiple director changes?

Yes, if all changes occurred on the same date and for the same company.

10. Why choose EbizFiling for DIR-12 compliance?

We ensure accurate drafting, correct classification, and timely submission with end-to-end support.

Team Ebizfiling

Ebizfiling.com is a leading online platform offering end-to-end business compliance solutions for startups, SMEs, and global companies. With a presence across India and international markets including the USA, UK, and Singapore, the company specializes in company/LLP incorporation, ITR and GST filings, legal advisory, and foreign subsidiary formation. Backed by experienced professionals including CAs, CSs, and legal experts, Ebizfiling delivers accurate, timely, and regulation-compliant services trusted by thousands of businesses. The platform aims to simplify complex compliance processes through technology, personalized support, and a deep understanding of Indian and global regulatory frameworks.

Leave a Comment

Recent Posts

Employee Handbook Template Guide: Offer, Appointment, Relieving & More

Employee Handbook Template Guide: Offer, Appointment, Relieving & More  Introduction An employee handbook template is not just about company policies;…

21 hours ago

Income-Tax 1961 and 2025: New Income Tax Bill 2025 Highlights Side-by-Side

Income-Tax 1961 and 2025: New Income Tax Bill 2025 Highlights Side-by-Side  Introduction The Income-Tax Act, 1961, guided India’s taxation for…

5 days ago

Compliance Calendar for September 2025

Compliance Calendar for the Month of September 2025  As September 2025 approaches, it’s essential for businesses, professionals, and individual taxpayers…

3 weeks ago

Why Founders Should Trademark Their Name Early in Business?

Why Founders Should Trademark Their Name Early in Business? If you’re a startup founder, chances are your name already appears…

3 weeks ago

Ebizfiling: Empowering Smart Indian Businesses with Hassle-Free Compliance

Ebizfiling: Empowering Smart Indian Businesses with Hassle-Free Compliance Media Feature: Ebizfiling featured in Business Standard – June 2025 Why Compliance…

3 weeks ago

Can You Run a US LLC from India?

Can You Run a US LLC from India? Legal & Practical Truths Explained  What is a US LLC?  An LLC,…

3 weeks ago