Retirement by Rotation (S.152)
Directors liable to retire by rotation at AGM: reappointment or replacement process. Retirement by Rotation (S.152) takes 4 steps over about 65 days and is filed with the ROC on DIR-12.
Last updated: 10 August 2026
What if it’s filed late?
MCA charges additional fees that rise with the delay, up to 12 times the normal filing fee. OnCompliance tracks the date and warns you before it costs anything.
What is the timeline for Retirement by Rotation (S.152)?
4 steps over about 65 days, filing DIR-12 with the ROC. Each deadline below runs from the step before it.
| # | Step | Form filed | Deadline |
|---|---|---|---|
| 1 | Identify Retiring Directors | None | within 7 days |
| 2 | Seek Willingness to Continue | None | within 7 days |
| 3 | Pass Ordinary Resolution at AGM | None | within 21 days |
| 4 | File DIR-12 (if not reappointed) | DIR-12 | within 30 days |
What are the steps, in order?
The 4 steps below run in order; the day counts show how long each one allows.
Identify Retiring Directors
1/3rd of directors liable to retire by rotation retire at each AGM. Identify who retires this year (longest since last appointment).
- Retiring directors identified
- Rotation schedule verified
Seek Willingness to Continue
Obtain consent from retiring directors on whether they wish to be reappointed.
Pass Ordinary Resolution at AGM
Place reappointment on AGM agenda. Members pass Ordinary Resolution.
File DIR-12 (if not reappointed)
If retiring director is not reappointed, file DIR-12 for cessation within 30 days.
Every guide runs like this in OnCompliance: steps in order, dates in view, paperwork made for you at each step.
Common questions
How long does Retirement by Rotation (S.152) take?
About 65 days across 4 steps. The first step is: Identify Retiring Directors.
Which MCA form is filed for Retirement by Rotation (S.152)?
DIR-12. DIR-12 is the change in directors filing under §170 of the Companies Act 2013.
What does it cost if DIR-12 is filed late?
MCA charges additional fees that rise with the delay, up to 12 times the normal filing fee.
Can OnCompliance run Retirement by Rotation (S.152) for me?
Yes. OnCompliance runs the same steps in order, dates in view, with the paperwork made for you at each step.