KMP Appointment / Resignation in Jalna

Local jurisdiction

Registrar (RoC)

RoC Pune — PMT Building, Deccan Gymkhana, Pune – 411004

Jurisdictional HC

Bombay High Court (Aurangabad Bench)

GSTIN prefix

27 (Maharashtra)

Professional Tax

Maharashtra levies Professional Tax (max ₹2,500/year). Companies with employees must register within 30 days.

Business hubs

Steel Re-rolling Cluster, Dry Port, Hybrid Seed Industry

Jalna is a Marathwada steel re-rolling and hybrid-seed hub with a JNPT-linked dry port.

Also in: Aurangabad Parbhani

Under Section 203 of the Companies Act, 2013, prescribed classes of companies must appoint whole-time Key Managerial Personnel (KMP) — a Managing Director, Chief Executive Officer or Whole-time Director; a Company Secretary; and a Chief Financial Officer. Every appointment or resignation is approved by a board resolution (and, where required, a special resolution), and filed with the ROC using Form DIR-12 for a director-KMP and Form MGT-14 for the board resolution. A vacancy in the office of a KMP must be filled by the board within the period prescribed under the Act.

Sec 203

The governing provisionSection 203 of the Companies Act, 2013 mandates whole-time KMP for prescribed companies and governs their appointment, resignation and vacancy-filling.

Understand It

What Is KMP Appointment / Resignation?

A quick, plain-language explanation before the details.

In simple terms

Key Managerial Personnel are the senior officers a company must appoint under law — its top executive (MD/CEO/Whole-time Director), its Company Secretary and its Chief Financial Officer. Appointing or replacing them requires board approval and filings with the MCA.

Legally

Section 203 of the Companies Act, 2013 requires prescribed classes of companies to appoint whole-time KMP. Every whole-time KMP is appointed by a resolution of the Board of Directors, which sets out the terms of appointment and remuneration. A person cannot ordinarily hold office as KMP in more than one company at the same time, subject to the exceptions in the Act.

Governing authority

Administered by the Ministry of Corporate Affairs (MCA) through the ROC and the MCA21 V3 portal, where the related forms are filed.

Validity

A KMP appointment continues until the person resigns, is removed, or ceases to hold office. A vacancy in the office of a KMP must be filled by the board within the period prescribed under Section 203.

Service Intelligence

Quick Facts

Professional Fee

Custom quote

Governing Law

Companies Act 2013

Key Section

Section 203

Mode

100% Online

Authority

MCA / ROC

Key Forms

DIR-12 & MGT-14

KMP

MD/CEO/WTD, CS, CFO

Approved By

Board resolution

Legal & Regulatory Framework

Act

Companies Act, 2013

Key Section

Section 203

Key Forms

DIR-12 & MGT-14

Authority

MCA / ROC

Portal

mca.gov.in

Last Reviewed

17 Aug 2026

Before You Start

Is This Service Right for You?

Ideal for

Companies required to appoint whole-time KMP under Section 203
Boards appointing a new Managing Director, CEO or Whole-time Director
Companies onboarding or replacing a Company Secretary or CFO
Companies recording the resignation of an existing KMP
Companies filling a KMP vacancy within the statutory period
Founders and boards wanting the paperwork and ROC filings handled correctly

You may need this if

Your company falls in a class that must appoint whole-time KMP
You are appointing an MD, CEO, Whole-time Director, CS or CFO
A KMP has resigned and the change must be recorded with the ROC
A KMP office has fallen vacant and must be filled
You need board / shareholder resolutions drafted and passed
You need DIR-12, MGT-14 and register updates filed correctly

Not sure if you need this?

Talk to an Expert →

Why It Matters

Why KMP Appointment & Resignation Matters

Getting KMP changes right protects the company and its officers, and keeps the MCA record clean. Here is why it matters.

01

Statutory Obligation

Prescribed companies must appoint whole-time KMP under Section 203. Appointing or replacing them through the correct board process keeps the company compliant.
02

Proper Board Approval

Every whole-time KMP appointment is made by a board resolution setting out the terms and remuneration. Correct drafting avoids disputes later.
03

ROC Record Accuracy

Filing DIR-12 for a director-KMP and MGT-14 for the board resolution keeps the MCA master data and public record accurate.
04

Fill Vacancies Correctly

A vacancy in the office of a KMP must be filled within the period prescribed under the Act, following the board procedure.
05

Clean Officer Records

Recording a resignation correctly protects the outgoing officer and ensures the company reflects the right person in charge.
06

Stakeholder Confidence

Banks, investors and auditors rely on accurate details of who holds key positions — clean KMP records build trust.

Transparent

Simple, Transparent Pricing

Custom quote for your case

Fees depend on your business type and scope. Get a clear, itemised quote upfront — no hidden professional charges, government fee billed at actuals.

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Eligibility

Who Can Apply?

Companies required to appoint whole-time KMP

Boards appointing an MD / CEO / Whole-time Director

Companies appointing a Company Secretary

Companies appointing a Chief Financial Officer

Companies recording a KMP resignation or change

Companies filling a KMP vacancy

Eligibility checklist

A validly constituted Board of Directors to pass the resolution
For a director-KMP — a Director Identification Number (DIN) and a Digital Signature Certificate (DSC)
For a Company Secretary — a member of the Institute of Company Secretaries of India
The agreed terms of appointment and remuneration for the board resolution
For a resignation — the officer’s resignation letter and its date of effect
A signatory with a valid DSC to file the ROC forms

End-to-End

Everything You Need. One Professional Team.

01

Consultation

Understand the KMP role involved and whether appointment, resignation or a vacancy-fill applies to you.

02

Applicability Check

Confirm whether the company is required to appoint whole-time KMP under Section 203.

03

Resolution Drafting

Draft the board resolution (and special resolution where required) with the terms of appointment.

04

Document Review

Verify consent, DIN/DSC, membership and other papers before filing to avoid rejections.

05

DIR-12 Filing

File Form DIR-12 for the appointment or cessation of a director-KMP with the ROC.

06

MGT-14 Filing

File Form MGT-14 for the board resolution where filing is required.

07

Register Updates

Update the register of directors and KMP and related statutory records.

08

Acknowledgement Delivery

Hand over the SRN and filing acknowledgements with a copy of the updated records.

No Ambiguity

What You’ll Receive

Drafted board resolution for the KMP change

Special resolution / notice where required

Filed Form DIR-12 (director-KMP) with SRN

Filed Form MGT-14 (board resolution) with SRN

Updated register of directors & KMP

Consent / resignation letter on record

Updated MCA master data reflecting the change

Filing acknowledgements & compliance summary

Checklist

What Documents Are Required for a KMP Appointment or Resignation?

Requirements differ for an appointment versus a resignation. Keep clear scans (PDF/JPG) ready — everything is collected securely online with no office visit.

Choose your scenario

For Appointment

New KMP joining the company

5 documents

Consent to act and terms of appointment of the KMP
PAN & identity/address proof of the appointee
DIN & DSC (for a director-KMP such as MD / WTD)
ICSI membership proof (for a Company Secretary)
Board resolution approving the appointment

DSC needed for filing

The ROC forms are signed with a Class-3 Digital Signature Certificate of the authorised signatory and, for a director-KMP, of the director concerned.

Board resolution is central

Every whole-time KMP is appointed by a board resolution. For a resignation, the board takes note of it by resolution. We draft both correctly.

CS must be an ICSI member

A Company Secretary appointed as KMP must be a member of the Institute of Company Secretaries of India (ICSI). Membership proof is required.

One-company rule

A whole-time KMP generally cannot hold office in more than one company at the same time, subject to the exceptions in the Act. We check this before filing.

Don’t have all the documents?

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Step by Step

How a KMP Appointment or Resignation Is Done (Step by Step)

The whole process runs online through the MCA21 V3 portal, coordinated by our CA/CS team.

01

Consultation & applicability

Identify the KMP role and whether appointment, resignation or a vacancy-fill applies, and confirm Section 203 applicability.

02

Collect documents & consent

Gather consent, DIN/DSC, membership proof and the resignation letter as relevant, and verify each before filing.

03

Pass board resolution

Convene the board meeting and pass the resolution for the appointment, or take note of the resignation. A special resolution is prepared where required.

04

File ROC forms

File Form DIR-12 for a director-KMP and Form MGT-14 for the board resolution, with the required attachments.

05

Update registers

Update the register of directors and KMP and related statutory records to reflect the change.

06

Acknowledgement & handover

Deliver the SRNs, filing acknowledgements and updated records with a short compliance summary.

How Long It Takes

How the KMP Change Progresses

Stage	Expected Time
Consultation, document collection & consent	On receipt of papers
Board resolution drafted & meeting held	After documents are ready
DIR-12 / MGT-14 filed & registers updated	After the resolution is passed

The forms are filed within the timelines prescribed under the Companies Act, 2013 and its rules. Actual duration depends on how quickly documents, consent and DSCs are provided, and on MCA portal processing.

Compliance Calendar

Key Dates — At a Glance

Frequency	What Is Due
Immediately	File DIR-12 / MGT-14 within the prescribed time · Update the register of directors & KMP · Verify MCA master data reflects the change
On a Vacancy	Board to fill a KMP vacancy within the prescribed period · Pass a fresh board resolution for the new KMP · File the related forms for the replacement
Ongoing	DIR-3 KYC of directors by 30 September · Maintain updated statutory registers · Reflect KMP details in the annual return
Event-Based	Record any change in terms or remuneration of a KMP · Disclose interests and related-party details · Intimate banks / stakeholders of the signatory change

Dates are indicative and may change with government notifications. Our team tracks every deadline so you never miss a filing.

Why Outsource

Doing It Yourself vs TaxClue

Doing It Yourself

Confirm whether Section 203 KMP requirements apply to you
Draft a correct board / special resolution
Arrange DIN and DSC for a director-KMP
Prepare DIR-12 and MGT-14 attachments accurately
Track the SRN and respond to MCA queries
Update the register of directors and KMP
Risk resubmission and late-filing exposure

With TaxClue

Applicability confirmed by our CA/CS team
Resolutions drafted correctly the first time
DIN / DSC coordinated for you
DIR-12 and MGT-14 prepared and reviewed before filing
SRN tracked and MCA queries handled by our team
Statutory registers updated for you
Higher first-time acceptance, fewer delays

Skip the guesswork.

Let an expert handle it →

Avoid Delays

Common Mistakes That Delay Your Application

Not appointing whole-time KMP when the company is required to

Making an appointment without a proper board resolution

Missing the MGT-14 filing for the board resolution

Delaying DIR-12 for a director-KMP appointment or cessation

Ignoring the one-company restriction on a whole-time KMP

Appointing a Company Secretary who is not an ICSI member

Leaving a KMP vacancy unfilled beyond the prescribed period

Forgetting to update the register of directors and KMP

TaxClue reviews your documents before filing to reduce avoidable errors.

Stay Compliant

What to Keep in Mind After a KMP Change

Immediately

File DIR-12 / MGT-14 within the prescribed time
Update the register of directors & KMP
Verify MCA master data reflects the change

On a Vacancy

Board to fill a KMP vacancy within the prescribed period
Pass a fresh board resolution for the new KMP
File the related forms for the replacement

Ongoing

DIR-3 KYC of directors by 30 September
Maintain updated statutory registers
Reflect KMP details in the annual return

Event-Based

Record any change in terms or remuneration of a KMP
Disclose interests and related-party details
Intimate banks / stakeholders of the signatory change

Risk Assessment

Penalties & Consequences

What is at stake if you do not comply

Failing to appoint whole-time KMP when required attracts a Section 203 penalty
Missing the MGT-14 filing for the board resolution is a reportable default
Delaying DIR-12 for a director-KMP appointment or cessation breaches the 30-day norm
Leaving a KMP vacancy unfilled beyond the prescribed period is non-compliant

Latest Updates

Regulatory Updates 2025–26

2025: Director appointment or change is reported in Form DIR-12 within 30 days, with DIR-2 consent on record.
2025: All director and KYC forms are now filed on the MCA V3 portal; the legacy V2 portal has been retired.

The Difference

Why Businesses Choose TaxClue

01

CA / CS Team

Qualified Chartered Accountants and Company Secretaries handle your KMP filings.

02

End-to-End

From resolution drafting to ROC filing and register updates — fully managed.

03

Fast Turnaround

Committed timelines with proactive status updates at every stage.

04

100% Online

Everything over WhatsApp / email — no office visits required.

05

Transparent Fees

A clear quote confirmed upfront — ₹0 hidden professional charges.

06

Post-Service Support

Guidance continues after the filing on your next compliance steps.

Data Care

Your Documents Deserve Professional Care

Documents handled by professionals under confidentiality
Access limited to the team working on your file
Communication over secure digital channels
Documents retained only as long as needed for compliance

Answers

Frequently Asked Questions

Who are Key Managerial Personnel (KMP)?

Under Section 2(51) read with Section 203 of the Companies Act, 2013, Key Managerial Personnel include the Managing Director, Chief Executive Officer or manager and, in their absence, a Whole-time Director; the Company Secretary; and the Chief Financial Officer. These are the senior officers a prescribed company must appoint on a whole-time basis.

Which companies must appoint whole-time KMP?

Section 203 requires prescribed classes of companies to appoint whole-time KMP. The applicability depends on the type and size of the company as set out in the Act and the related rules. Our team confirms whether your company falls within the prescribed class before you proceed.

How is a KMP appointed?

A whole-time KMP is appointed by a resolution of the Board of Directors, which records the terms and conditions of appointment and the remuneration. Where the Act requires it, a special resolution or additional approval is also obtained. The appointment is then filed with the ROC.

Which forms are filed for a KMP appointment or resignation?

For a director who is a KMP (such as a Managing Director or Whole-time Director), Form DIR-12 is filed for the appointment or cessation. The board resolution approving the change is filed in Form MGT-14 where filing is required. The register of directors and KMP is also updated.

How is a KMP resignation recorded?

The KMP submits a resignation letter with the date it takes effect. The board takes note of the resignation by resolution, the relevant ROC form is filed to record the cessation, and the register of directors and KMP is updated to reflect the change.

What happens when the office of a KMP falls vacant?

A vacancy in the office of a whole-time KMP must be filled by the Board of Directors within the period prescribed under Section 203. The board passes a fresh resolution appointing the new KMP, and the related forms are filed with the ROC.

Can one person be a KMP in more than one company?

As a general rule, a whole-time KMP cannot hold office in more than one company at the same time, except as permitted under the Companies Act, 2013 (for example, in a subsidiary in certain cases). We check this restriction before an appointment is made.

Does a Company Secretary have to be an ICSI member?

Yes. A person appointed as a Company Secretary of a company must be a member of the Institute of Company Secretaries of India (ICSI). Membership proof is required as part of the appointment documents.

Is a board resolution enough, or is shareholder approval needed?

A whole-time KMP is appointed by a board resolution. In certain cases the Act requires additional approvals — for example a special resolution of shareholders — depending on the office and the terms of appointment. We identify what applies to your specific case.

Do I need a DSC and DIN for a KMP appointment?

A director who is also a KMP (such as a Managing Director or Whole-time Director) needs a Director Identification Number (DIN) and a Digital Signature Certificate (DSC), and the authorised signatory needs a DSC to file the ROC forms. A Company Secretary or CFO who is not a director does not need a DIN for this purpose.

Which companies must appoint a whole-time Company Secretary?

Under Section 203 read with the rules, every listed company and every other public company with a paid-up share capital of ₹10 crore or more must appoint whole-time KMP including a Company Secretary. In addition, companies of a prescribed size must appoint a Company Secretary under the Companies (Appointment and Remuneration of Managerial Personnel) Rules. Our team confirms the exact threshold for your company.

What is the time limit to fill a vacancy in the office of a KMP?

A vacancy in the office of a whole-time KMP must be filled by the Board of Directors within six months from the date the vacancy arises, by passing a fresh board resolution appointing a new KMP and filing the related ROC forms.

How does a Managing Director or Whole-time Director resign?

The MD or Whole-time Director gives a written resignation to the company with the effective date. The board takes note of it by resolution, Form DIR-12 is filed to record the cessation of the director-KMP, and the register of directors and KMP is updated. Where the resolution requires filing, Form MGT-14 is also filed.

What is the penalty for not appointing KMP under Section 203?

If a company required to appoint whole-time KMP fails to do so, Section 203 provides for a penalty on the company and on every director and KMP in default, with a further daily penalty for continuing default. Appointing the required KMP through the correct board process avoids this exposure.

Is MGT-14 always required for a KMP appointment?

A board resolution appointing a Managing Director, Whole-time Director or manager, and setting their terms, is generally filed in Form MGT-14 by a public company. For certain private companies and some resolutions the MGT-14 filing may not be required. We confirm whether MGT-14 applies to your specific resolution before filing.

Can the same person be a Managing Director and Company Secretary?

No. The offices of Managing Director (or CEO/Whole-time Director), Company Secretary and Chief Financial Officer are distinct KMP positions, and a company that must appoint them cannot have the same individual hold the Company Secretary role together with the managing-director role. Each KMP position is filled and recorded separately.

Verify Everything

Official Sources & Legal References

Every regulatory detail on this page is drawn from primary law and official government sources. Verify them directly:

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