DIR-12: reporting director changes
DIR-12 is the return that reports changes among a company’s directors and key managerial personnel to the ROC — appointments, resignations, and changes in designation — within 30 days of the event, under section 170(2) of the Companies Act 2013 read with rule 18 of the Companies (Appointment and Qualification of Directors) Rules 2014. It carries the appointee’s consent in DIR-2 or the resignation papers as attachments.
Last updated: 24 August 2026
What if DIR-12 is filed late?
The additional fee multiplies with the delay, up to 12 times the normal fee — and an unreported director change ripples into every later filing. OnCompliance opens the 30-day window the moment the board acts.
Who files DIR-12?
Every company files DIR-12 whenever a director or KMP joins, resigns, or changes designation — an additional director appointed by the board, a regularisation at the AGM, a managing director’s appointment, a resignation taking effect, or a CS or CFO joining. One event, one 30-day window.
When is DIR-12 due?
| What | When |
|---|---|
| Appointment of a director / KMP | DIR-12 within 30 days of the appointment |
| Resignation of a director | DIR-12 within 30 days of the effective date |
| Change in designation | DIR-12 within 30 days of the change |
What does filing DIR-12 cost?
The normal fee runs on the company’s authorised capital; a late filing multiplies it by the delay slab.
| Authorised capital | Normal fee |
|---|---|
| Less than ₹1,00,000 | ₹200 |
| ₹1,00,000 to less than ₹5,00,000 | ₹300 |
| ₹5,00,000 to less than ₹25,00,000 | ₹400 |
| ₹25,00,000 to less than ₹1 crore | ₹500 |
| ₹1 crore or more | ₹600 |
| Delay | Additional fee |
|---|---|
| Up to 30 days | 2× the normal fee |
| 31 to 60 days | 4× |
| 61 to 90 days | 6× |
| 91 to 180 days | 10× |
| Beyond 180 days | 12× |
How is DIR-12 filed on MCA V3?
Hold the board (or general) meeting, collect the appointee’s DIR-2 consent and DIR-8 declaration — or the resignation letter — then file DIR-12 on MCA V3 within 30 days with those attachments and the resolution, signed with the DSC and certified by a practising professional. The full procedures are in the guides:
This is a director change in OnCompliance: the procedure runs step by step, DIR-2 and DIR-8 come out ready, and DIR-12 is prepared inside the 30-day window.
Common questions
What is DIR-12 filed for?
Any change among directors and KMP: appointments (including additional directors and MDs), resignations, removals, and changes in designation. Each event is reported within 30 days.
What is the due date for DIR-12?
Within 30 days of the appointment, resignation or change taking effect.
What attaches to DIR-12?
For an appointment: the consent in DIR-2, the DIR-8 declaration and the resolution. For a resignation: the notice of resignation and the board resolution taking it on record.
What is the difference between DIR-11 and DIR-12?
DIR-12 is the company’s filing reporting the change, and it is mandatory within 30 days. DIR-11 is the resigning director’s own intimation to the ROC, and it is optional: the proviso to section 168(1) and rule 16 read "shall" until the 2018 amendment replaced it with "may". Directors still file it in practice when the company is slow to file DIR-12, or when they want independent proof on the ROC record of the date they resigned.
What happens if DIR-12 is late?
The additional fee multiplies with the delay, up to 12 times the normal filing fee, and the registry stays out of date — which blocks or complicates later filings.
Can OnCompliance handle DIR-12 for me?
OnCompliance runs the appointment or resignation procedure step by step, produces DIR-2 and DIR-8 ready to sign, and prepares DIR-12 inside the 30-day window with maker-checker sign-off.