Problems & solutions · Director, office and capital changes
Director, office and capital change problems and how to fix them
Changes during a company's life (a new director, a resignation, a new office, more capital, a share transfer) each need a board or members' resolution and an MCA form within a deadline. When these are missed, the MCA records drift away from reality, and the next filing gets stuck. Here is how to handle the changes our clients make most often.
9 problems solvedFor founders, CAs, CSs and accountantsLast reviewed: 5 October 2026
DIR-12 for appointing a new director is rejected or stuck
What you see
DIR-12 fails validation or is sent back for resubmission.
Why it happens
The new director's DIN is not approved, or is deactivated for KYC.
The consent in Form DIR-2 or the board resolution is missing, or the dates do not match.
The form was filed after 30 days, or the appointment category is wrong (additional director, or director appointed at a general meeting).
How to fix it
Make sure the DIN is active, and get DIR-2 consent signed before the appointment.
Attach the board resolution, and keep all dates consistent across the documents.
An additional director appointed by the board holds office until the next AGM, or the last date by which that AGM should have been held, whichever is earlier. Regularise the appointment at that AGM and file again where needed.
Avoid it next time
File DIR-12 within 30 days, and diarise the regularisation at the next AGM.
Law: Sections 152, 161 and 170, Companies Act 2013#
For founders
Director resigned, but the company is not filing DIR-12
What you see
The resigned director still appears on MCA records and remains exposed to the company's defaults.
Why it happens
The company or the other directors have not filed DIR-12 within 30 days of the resignation.
How to fix it
Resign in writing and keep proof that the company received the notice.
The director can file Form DIR-11 with the ROC personally, with the reasons for resignation.
The resignation takes effect from the date the company receives the notice, or a later date stated in it.
Avoid it next time
Send the resignation by a trackable method, and file DIR-11 yourself if the company is not cooperating.
One of only two directors wants to resign, or has died
What you see
The company would have fewer than the minimum two directors (one for an OPC), and DIR-12 will not proceed.
Why it happens
A private company must always have at least two directors. MCA validation normally stops filings that leave it below that number.
How to fix it
Appoint the replacement director first, or at the same time, and file both events.
If all directors have vacated office, section 167(3) (and section 168(3) where all have resigned) lets the promoter, or in the promoter's absence the Central Government, appoint the required number of directors until the members appoint directors in a general meeting. Get professional advice before acting on this.
Moving the registered office within Ahmedabad, or to another city in Gujarat
What you see
You are unsure which approvals and forms are needed for the office shift.
Why it happens
The approvals depend on whether the move is within the same city, to another city in the same state, or to another state.
How to fix it
Within the same city, town or village: pass a board resolution and file INC-22 within 30 days with the new address proof and NOC.
To another city in Gujarat: pass a special resolution, file MGT-14 and INC-22. Gujarat is under one ROC (Ahmedabad), so no Regional Director approval is needed for a move within the state.
To another state: alter the MoA with a special resolution and get Regional Director approval through INC-23 before the move.
Avoid it next time
Update GST, the bank, PAN and letterheads after the MCA change.
A co-founder is exiting, and their shares must move to the others.
Why it happens
A transfer needs a proper instrument, stamp duty, and board approval as the AoA requires. In a private company that is not a small company, Rule 9B of the Prospectus and Allotment Rules requires shares to be dematerialised before they can be transferred.
How to fix it
Check the AoA for transfer restrictions and pre-emption rights.
Small company, or Rule 9B otherwise not applicable: execute SH-4, pay the stamp duty, and get board approval to register the transfer and update the register of members. Private company that is not a small company and is past its Rule 9B deadline: the shares must be dematerialised before the transfer, and the transfer goes through the depository participant. Do not register a physical transfer in this case.
Value the shares properly where tax rules (fair market value) apply, and the change is reflected in the next annual return.
Avoid it next time
Put exit terms in a founders' or shareholders' agreement at the start.
Law: Section 56, Companies Act 2013; Rule 11, Companies (Share Capital and Debentures) Rules 2014; Rule 9B, Companies (Prospectus and Allotment of Securities) Rules 2014Small company definition →#
Founders & professionals
The business has changed: altering the main object clause
What you see
The company now does something its MoA objects do not cover. A bank, licence or GST officer may flag this.
Why it happens
The object clause was drafted for the original business plan.
How to fix it
Pass a special resolution altering the object clause.
File MGT-14 within 30 days with the altered MoA. Where the company is changing its name too, plan both changes together.
Update the NIC code where relevant, and the GST business description.
Converting a proprietorship or partnership into a company
What you see
You want the existing business, its contracts and its brand moved into a new company.
Why it happens
A proprietorship cannot be "converted" by an MCA form. A new company is incorporated, and the business is transferred to it by agreement. A registered partnership firm can follow the Part I, Chapter XXI route.
How to fix it
Incorporate the company with an object clause that covers the business.
Execute a business transfer agreement for assets, liabilities, contracts and the trademark assignment.
Move GST, bank accounts and licences to the new entity, and close the old ones.
Avoid it next time
Plan tax on the transfer and the GST switchover before signing.
Stuck on one of these right now? Send us the SRN, the notice or a screenshot of the error. We will tell you the fix and the deadline, and file it for you if you want.