Directors explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Every change to your Board is a filing. DIR-12, within thirty days — appointment, resignation, removal, or a change of designation.
That part is straightforward. What isn't straightforward is Sections 164 and 167: two provisions that end a directorship without anyone deciding to. No order, no notice, no meeting. If you read only one part of this article, make it the last two sections.
Two to fifteen directors, one of whom must have been in India 182 days. Fastest way in is an additional director — Board resolution plus DIR-12, regularised at the next AGM. Resignation takes effect when the notice is received, and a resigning director should file DIR-11 themselves. Miss every board meeting for twelve months and you vacate the office automatically.
How many, and who
| Minimum | Maximum | |
|---|---|---|
| Private company | 2 | 15 |
| Public company | 3 | 15 |
| One Person Company | 1 | 15 |
Fifteen can be exceeded by special resolution — no Central Government approval needed.
Resident director — Section 149(3): at least one director must have stayed in India for 182 days or more during the financial year. For a newly incorporated company the requirement applies proportionately for the year of incorporation.
Not applicable to a private company: independent directors, a woman director, and retirement by rotation. That last one is why the AGM ordinary-business item on reappointing retiring directors simply doesn't arise for you. AGM business →
Getting a DIN
| Route | When |
|---|---|
| SPICe+ | At incorporation, for up to three proposed first directors |
| DIR-3 | Appointment to an existing company |
| DIR-6 | To change particulars in an existing DIN |
| DIR-5 | To surrender a DIN |
DIR-3 needs a photograph, PAN (verified against the Income Tax database), identity and address proof, the company's board resolution proposing the appointment, and the applicant's DSC — certified by a practising CA, CS or CMA, or by a CS in full-time employment or a director of the company.
One DIN per person, ever. Section 155 prohibits holding more than one. Where someone has two, the later must be surrendered in DIR-5.
And DIR-3 KYC by 30 June, once every three financial years, for a DIN held as on 31 March — it stopped being an annual September filing on 31 March 2026, and the next one falls due 30 June 2028. Miss it and the DIN is deactivated, which blocks every form needing that director's signature. Reactivation costs ₹5,000. DIR-3 KYC →
Appointing a director
The default route — members at a general meeting
Every director is appointed by the company in general meeting. And under Section 152(5), a person cannot act as a director until their consent to hold office has been filed with the Registrar within thirty days.
The sequence:
- Obtain the DIN (or confirm it's active and KYC-current).
- DIR-2 — consent to act.
- DIR-8 — declaration of no disqualification under Section 164.
- MBP-1 — disclosure of interest under Section 184(1).
- Board meeting recommending the appointment and convening the general meeting.
- General meeting — ordinary resolution.
- DIR-12 within thirty days, with DIR-2 and DIR-8 attached.
- Update the Register of Directors and KMP.
Two relaxations to know. Section 160 — the fourteen days' notice and ₹1,00,000 deposit for a candidate who isn't a retiring director — does not apply to a private company. Nor does Section 162, which stops a public company appointing two or more directors by a single resolution: a private company can appoint several directors in one resolution.
The fast route — additional director
Where the articles confer the power, the Board may appoint anyone (other than a person who failed to get appointed at a general meeting) as an additional director, holding office until the next AGM or the last date on which it should have been held, whichever is earlier.
Board resolution plus DIR-12. That's it — you can do it this afternoon.
The catch: the appointment lapses at the next AGM unless the members regularise it by ordinary resolution. Diarise that, because a lapsed additional director who keeps signing is a real problem.
Alternate director
Where the articles allow or a resolution is passed, the Board may appoint an alternate to act for a director absent from India for at least three months. The alternate vacates when the original returns.
Casual vacancy
Where the office of a director appointed in general meeting is vacated before the term expires, the Board may fill it at a meeting, subject to the articles. The replacement holds office only for the remainder of the original director's term.
Note the wording: this covers a director appointed in general meeting. A vacancy in the office of an additional director isn't a casual vacancy.
Resignation
A director resigns by notice in writing to the company. The Board takes note of it, and the company files DIR-12 within thirty days and records the fact in the Board's Report of the subsequent general meeting.
When does it take effect? On the date the notice is received by the company, or the date specified in the notice, whichever is later. Not when the Board notes it. Not when DIR-12 is filed.
Liability doesn't stop. A resigned director remains liable for offences that occurred during their tenure.
File DIR-11. Always.
The director may personally file DIR-11 with the Registrar within thirty days, with a copy of the resignation and detailed reasons.
It's optional. Do it anyway.
Where a company refuses or simply neglects to file DIR-12 — which is exactly what happens when a director leaves on bad terms — DIR-11 is your own record with the Registrar that the resignation occurred and when. It is the standard protection against being treated as a continuing director for the company's later defaults, including a Section 164(2) disqualification you had nothing to do with.
If everyone resigns: Section 168(3) puts the obligation on the promoter, or failing that the Central Government, to appoint the required directors until members appoint at a general meeting.
Removal
By ordinary resolution, after giving the director a reasonable opportunity of being heard:
- Special notice under Section 115 from members holding at least 1% of total voting power, or shares on which ₹5,00,000 or more has been paid up.
- Send a copy of the notice to the director, who is entitled to be heard at the meeting.
- The director may make a written representation and require it to be circulated — or, if it isn't sent out, read out at the meeting.
- Ordinary resolution.
- DIR-12 within thirty days.
The vacancy can be filled at the same meeting, if special notice of the intended appointment was given.
Disqualification — the automatic one
Section 164(1) lists the personal disqualifications: unsound mind, undischarged insolvent, pending insolvency application, conviction with six months' imprisonment within the last five years (or seven years' imprisonment ever — permanent bar), a court or Tribunal disqualification order, unpaid calls outstanding six months, conviction for a Section 188 related-party offence in the last five years, no DIN, or breach of the Section 165 directorship limit.
Section 164(2) is the one that matters. A person who is or has been a director of a company that:
- has not filed financial statements or annual returns for three continuous financial years; or
- has failed to repay deposits, redeem debentures, pay interest or pay a declared dividend, and the failure has continued for a year or more,
is disqualified from re-appointment in that company or appointment in any other company for five years from the date the company first failed.
It's automatic. No adjudication, no order, no notice. And it attaches to the individual across every company they hold or seek office in. This is why a dormant, unfiled company in someone's history blocks them from an unrelated board years later.
Section 165 caps directorships at twenty companies, of which no more than ten may be public companies — and private companies that are holding or subsidiary companies of a public company count towards the public limit.
Vacation of office — the other silent exit
The office of a director becomes vacant where they:
- incur a Section 164 disqualification — and where it's under 164(2), the office is vacated in all companies other than the defaulting one;
- absent themselves from all Board meetings held over twelve months, with or without leave of absence;
- act in contravention of Section 184 on interested contracts;
- fail to disclose their interest under Section 184;
- become disqualified by a court or Tribunal order;
- are convicted and sentenced to six months or more (office isn't vacated for thirty days, and stays vacated during an appeal);
- are removed under the Act;
- cease to hold the office or employment by virtue of which they were appointed by a holding, subsidiary or associate company.
Read that second one again. Missing every Board meeting for twelve months vacates the office automatically. In a small company holding four meetings a year, a director who spends a year abroad loses their seat by operation of law — and often doesn't know it.
Section 167(2): anyone who functions as a director knowing the office has become vacant is punishable with imprisonment up to one year, or a fine of ₹1,00,000 to ₹5,00,000, or both.
DIR-12 at a glance
| Event | Form | Timeline | Attachments |
|---|---|---|---|
| Appointment | DIR-12 | 30 days | DIR-2, DIR-8, resolution |
| Change in designation | DIR-12 | 30 days | Resolution |
| Resignation | DIR-12 (company) | 30 days | Resignation letter, Board resolution |
| Resignation | DIR-11 (director, optional) | 30 days | Resignation letter with proof of despatch |
| Removal | DIR-12 | 30 days | Special notice, resolution, evidence of hearing |
| Vacation of office | DIR-12 | 30 days | Board note recording the vacation |
Penalty for not filing (Section 172): ₹50,000 on the company and every officer in default, plus ₹500 per day, capped at ₹3,00,000 for the company and ₹1,00,000 for an officer.
Key takeaways
- Two directors minimum, one resident for 182 days.
- Additional director is the fast route in — but regularise it at the next AGM.
- Consent must be filed before a person acts as a director.
- Section 160's ₹1 lakh deposit doesn't apply to private companies.
- Resignation bites on receipt of the notice, not on filing.
- File DIR-11 personally. It's the only record you control.
- Three years of missed filings disqualifies you everywhere, automatically.
- Twelve months of missed board meetings vacates your office.
Read next
- DIR-3 KYC: The New Three-Year Cycle
- Board Meetings under Section 173
- Penalties for Non-Compliance: Section-wise Chart
- Statutory Registers a Private Company Must Maintain
Disclaimer: Positions stated as on 4 September 2026. Take professional advice before effecting a removal, or where a disqualification may have been triggered.