How to Appoint, Resign or Remove a Director in a Private Limited Company (DIR-12)

Short answer: Every change of director in a private limited company is reported to the Registrar in Form DIR-12 within 30 days (section 170(2), Companies Act, 2013; rule 18 of the Companies (Appointment and Qualification of Directors) Rules, 2014).

• To add a director: the board can appoint an additional director if the articles allow, or the shareholders appoint one in a general meeting. The new director needs a DIN and gives written consent.
• When a director resigns: they give written notice, and the company files DIR-12 within 30 days of receiving it. The director may also file Form DIR-11.
• To remove a director: the shareholders pass an ordinary resolution after special notice, giving the director a chance to be heard.

A private company must always keep at least two directors, one of them resident in India.

Quick reference

Appointing a director

1. DIN. The person needs a Director Identification Number. Someone joining an existing company applies for it in Form DIR-3, unless they already have one.
2. Consent. The director gives written consent to act (Form DIR-2). Section 152(5) says a director cannot act until that consent is filed with the Registrar within 30 days of appointment; in practice it is attached to DIR-12.
3. Board or shareholder approval. If the articles allow, the board appoints them as an additional director until the next annual general meeting (section 161(1)). To make the appointment permanent, the shareholders appoint them at that meeting.
4. File DIR-12 within 30 days of the appointment (rule 18), with the consent, the board or shareholder resolution, and the director's declaration that they are not disqualified.

Resignation of a director

1. The director sends a written notice of resignation to the company.
2. The board takes note of it, and the resignation is mentioned in the next directors' report (section 168(1)).
3. The resignation takes effect on the date the company receives the notice, or the later date named in it (section 168(2)).
4. The company files DIR-12 within 30 days of receiving the notice, and posts it on its website, if it has one (rule 15).
5. The director may also send the Registrar a copy of the resignation with reasons in Form DIR-11 within 30 days (rule 16). This is optional, but it protects the director if the company does not file DIR-12.

A director who resigns stays liable for offences committed during their tenure (proviso to section 168(2)). If the resignation would leave fewer than two directors, the company should appoint a replacement first: a private company needs at least two directors (section 149(1)).

Removing a director

• Ordinary resolution in a general meeting, before the director's term ends (section 169(1)). This does not apply to a director appointed by the Tribunal.
• Special notice of the resolution is needed (section 169(2)). It is given to the company by members holding at least 1% of the voting power, or shares with the prescribed paid-up value (section 115).
• The company sends a copy of the notice to the director at once. The director has the right to be heard at the meeting and can make a written representation, which the company circulates to members if time allows (sections 169(3) and (4)).
• After the resolution passes, file DIR-12 within 30 days.

Late filing

DIR-12 filed after 30 days attracts an additional fee under the Companies (Registration Offices and Fees) Rules, 2014, and the fee rises with the delay. A late director change also delays everything that depends on it, such as signing the annual filings. Common portal errors are covered in our director and office change problems page.

For a foreign or NRI director, see foreign and NRI directors in an Indian company. For a director's KYC, see the DIR-3 KYC guide.