E-Form DIR-12 is required to be filed for Appointment/Resignation or in case of Change in Designation of Directors of the Company  by the Company pursuant to Sections 7(1) (c), 168 & 170 (2) of the Companies Act, 2013 and Rule 17 Of Companies (Incorporation) Rules , Rule 8, 15 & 18 of Companies (Appointment and Qualification of Directors) Rules, 2014

Whereas e-Form DIR-11 is required to be filled for giving notice of resignation of director to the registrar by the Director itself pursuant to  Section 168 (1) of the Companies Act, 2013 and Rule 16 of Companies (Appointment and Qualification of Directors) Rules, 2014.

e-Form DIR-12:

1) Where any Director has been appointed by the Company or has resigned from the company or there has been change in designation of Director, then e-Form DIR-12 containing Such Particulars and documents as may be prescribed in the form shall be filed with registrar within 30 Days from the Date of Appointment/Resignation or the date of such change taking place.

2) This Form has three aspects:

a. Appointment

b. Resignation

c. Change in Designation

3) A Single e-Form DIR-12 can be submitted for Appointment of a new Director and Resignation of Existing Director or the change in Designation of Existing Director only if the form is submitted within 30 days from the Date of Appointment as well as date of resignation or the date of change taking place.

4) However for Filing Details relating to appointment and cessation relating to the same person, separate e-form shall be required to be filed.

5) It is mandatory to fill the fields marked in * and other fields not mandatory shall also be filed up for the good sake.

6) If the No. of Directors for which the form is being filed is more than 15, then an addendum e-Form DIR-12 shall be required to be e-filed.

7) There are some following aspects relating to appointment of Director:

a. The Director being appointed should not be associated with more than 20 companies as a Director and in case of public company, the appointment of Director shall not be allowed if he is already a director in more than 10 public Companies.

b. Every person who has been appointed to hold the office of a director shall on or before the appointment furnish to the company consent in writing to act as such in Form No. DIR-2:

c. Interest in other entities is required to be mentioned in case of appointment i.e. All the Details like no. of entities in which Director to be appointed has interest in other entity and the percentage of shareholding and amount of Shareholding and the nature of interest shall be mentioned along with CIN No. of the Company in which Director to be appointed has some interest. Only Details of One entity can be entered in the form, However if Interest is in more than one entity, A Separate sheet shall be attached along with form showing Interest.

8) Following Scanned Documents are mandatory and shall be attached along with form:

a. In Case of Appointment:

i. Letter of appointment is to be attached in case of an appointment of a Director / Manager / Company Secretary / CEO / CFO.

ii. Declaration of the appointee director, managing director, in Form No. DIR-2 to be attached in case of appointment of a Director / Manager / Company Secretary / CEO / CFO.

iii. Interest in other entities of director is to be attached in case number of entities entered is more than one.

iv. Declaration by first director in Form INC-9 is to attach in case of a new company

b. In case of Resignation:

i. Notice of resignation is to be attached in case of cessation of a Director / Manager / Company Secretary / CEO / CFO.

ii. Evidence of cessation is to be attached in case of cessation of a Director / Manager / Company Secretary / CEO / CFO.

c. Any other information can be provided as an optional attachment(s).

e-Form DIR-11:

1) Where a director resigns from his office, he shall within a period of thirty days from the date of resignation, forward to the Registrar a copy of his resignation along with reasons for the resignation in Form DIR-11 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.

2) The Reasons should be clearly mentioned in the form for the resignation by the Director.

3) The form shall be digitally signed by the director itself who has resigned from the office.

4) The resignation shall take place from the date on which notice of Resignation is received by the Company or any other Date specified by the Director in the notice whichever is later.

5) The Effective Date of resignation {Field 4(B)} shall be the date as entered by the Company in e-Form DIR-12 for cessation of the Director.

6) Following Scanned Documents are mandatory and shall be attached along with form:

a. Notice of Resignation filed with the Company

b. Proof of Dispatch

c. Acknowledgement received from Company If any (Mandatory only if yes selected at serial no.6 in the form )

Form DIR-2 (Declaration to be mandatory attached in e-Form DIR-12 in case of Appointment):

Information to be furnished in form DIR-12

While filing DIR-12, company is required to furnish following information:

1. Existing/New Company
2. Corporation Identification Number (CIN)
3. Name, Address and Email ID of the company will auto-populate based on CIN
4. Number of Managing directors for which form is being filed (Details of maximum 15 directors can be entered through one DIR-12. If number of directors for which DIR-12 is to be filed is more than 15 then a separate form is required to filed for remaining directors)
5. Details of each director for which form is filed:
6. Director’s Identification Number (“DIN”)
7. Name, Father’s name, address, nationality and Date of birth of director will auto-populate based on DIN
8. Appointment/ Cessation/ Change in Designation
9. Designation
10. Date of appointment/ change/ cessation
11. Interest in other entities is required to be entered in case of appointment only
12. Number of manager(s), secretary(s), Chief financial Officer or Chief Executive Officer for which the form is being filed. (Details of maximum 4 persons can be filed through one form. If form is required to be file for more than 4 persons then a separate form should be filed)
13. Details of manager(s), secretary(s), Chief Financial Officer or Chief Executive Officer of the company

3. Documents required to be attached to DIR-12

Documents to be attached to DIR-12 depends on nature of activity for which DIR-12 is being filed, i.e., appointment/ resignation/ change

3.1 Documents to be attached in case of first director

• Declaration of first director
• Consent to act as director(DIR-2)

3.2 Documents to be attached in case of appointment of Director/ Manager/ Company Secretary/ CEO/ CFO

• Declaration of the appointee person (DIR-2)
• Interest in other entities

3.3 Documents to be attached in case of resignation/cessation

• Notice of resignation
• Evidence of cessation

4. Filing Fee for filing DIR-12

Fee for filing of DIR-12 is based on share capital of the company. Following is the fee structure based on nominal share capital:

* If company is not having any share capital then fee of INR 200 will be applicable.

5. Additional Fee applicable on delay filing of DIR-12

Additional fee to be levied on delay filing of DIR-12 shall be based on number of days delayed in following manner:

In case of an IFSC company, the additional fee shall be applicable only after the expiry of 60 days of the event date. However, while filing form after 60 days, additional fee shall be computed considering time limit of 30 days.