File Form DIR-12 -- explained: this guide covers what File Form DIR-12 -- 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.
Disclaimer
This article is for general informational and educational purposes only. It does not constitute legal, financial, or professional advice. While every effort has been made to ensure accuracy based on the Companies Act, 2013 and Rules thereunder as amended up to March 2026, laws and regulations are subject to change. Readers are advised to consult a qualified Chartered Accountant, Company Secretary, or legal professional before acting on any information contained herein. TaxClue Consultech Pvt Ltd, its directors, employees, and associates accept no liability or responsibility for any loss, damage, or consequence arising from the use of or reliance on the information provided in this article. The sample drafts, resolutions, and templates provided are illustrative in nature and must be customized to the specific facts and circumstances of each case before use. Use of any draft or template from this article is entirely at the reader's own risk and discretion.What Is Form DIR-12?
Form DIR-12 is an electronic form prescribed under the Companies Act, 2013 for the purpose of Appointment, cessation, change in designation of director/KMP. It is mandatory to file this form with the Registrar of Companies (ROC) through the MCA V3 Portal within the prescribed timeline.
| Parameter | Details |
|---|---|
| Form Number | DIR-12 |
| Purpose | Appointment, cessation, change in designation of director/KMP |
| Applicable Section | Section 7/152/161/167/169 |
| Filing Deadline | Within 30 days of change |
| Portal | MCA V3 Portal (mca.gov.in) -- Business User Login only |
| Late Filing Fee | Rs. 100 per day of delay (no maximum cap) |
V3 Portal Mandatory
Since 14th July 2025, Form DIR-12 can only be filed on the MCA V3 Portal. The V2 portal has been permanently discontinued. Ensure your Business User account is active, DSC is associated, and DIR-3 KYC is current.When Must This Form Be Filed?
Form DIR-12 must be filed under Section 7/152/161/167/169 of the Companies Act, 2013. The filing deadline is Within 30 days of change from the date of the relevant event or transaction.
Failure to file within the prescribed period attracts additional fees of Rs. 100 per day of delay with no upper cap. For delays exceeding 270 days, condonation from NCLT may be required, involving significant additional legal expense.
Documents and Attachments Required
- Certified true copy of Board Resolution / Special Resolution authorizing the filing
- All supporting documents as prescribed in the form instructions
- Proof documents as applicable (NOC, consent letters, declarations)
- Any order of court/NCLT/Central Government (if applicable)
- Explanatory statement under Section 102 (if shareholder approval was required)
Attachment Tips
All attachments must be in PDF format, clearly legible, properly signed and stamped. Individual file size should not exceed 6 MB. Name files clearly (e.g., "Board_Resolution_15Mar2026.pdf"). Improperly attached documents are a leading cause of rejection.Step-by-Step Filing Process
Sample Board Resolution
The following is an illustrative Board Resolution. It must be customized to your company's specific circumstances and reviewed by a qualified professional before use.
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF HELD ON AT AT THE REGISTERED OFFICE OF THE COMPANY AT
RESOLVED THAT pursuant to the provisions of Section 7/152/161/167/169 of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company hereby approves and authorizes the filing of Form DIR-12 with the Registrar of Companies, , for the purpose of appointment, cessation, change in designation of director/kmp.
RESOLVED FURTHER THAT Mr./Ms. , Director of the Company (DIN: ), be and is hereby authorized to digitally sign and file Form DIR-12 on the MCA V3 Portal and to execute all documents, declarations, and forms as may be necessary, and to do all such acts, deeds, matters, and things as may be considered necessary, desirable, or expedient in connection therewith, for and on behalf of the Company.
RESOLVED FURTHER THAT M/s. , Chartered Accountants/Company Secretaries in Practice (Membership No./COP No. ), be and are hereby authorized to certify and sign Form DIR-12 as the Practicing Professional, as required under the applicable Rules.
Certified that the above is a true copy of the resolution passed at the Board Meeting of the Company.
For
Director
DIN:
Date:
Place:
Disclaimer on Draft
The above resolution is provided solely for reference and general informational purposes. It does not constitute legal, professional, or advisory services of any kind. TaxClue Consultech Pvt Ltd, its directors, employees, and associates accept no liability for any loss or damage arising from the use of or reliance on this draft. Users must obtain independent professional advice and customize the resolution to their specific circumstances.Government Fees
| Authorized Capital | Normal Fee | Additional Fee (Late) |
|---|---|---|
| Up to Rs. 1,00,000 | Rs. 200 | Rs. 100/day |
| Rs. 1,00,001 to Rs. 5,00,000 | Rs. 300 | Rs. 100/day |
| Rs. 5,00,001 to Rs. 25,00,000 | Rs. 400 | Rs. 100/day |
| Rs. 25,00,001 to Rs. 1,00,00,000 | Rs. 500 | Rs. 100/day |
| Above Rs. 1,00,00,000 | Rs. 600 | Rs. 100/day |
Common Rejection Reasons
- DSC not associated with V3 profile: Register your DSC under Business User account before filing.
- DIN deactivated due to KYC non-compliance: Complete DIR-3 KYC/DIR-3 KYC-WEB before attempting any filing.
- Incorrect section/rule reference: Double-check the applicable section and rule in the form.
- Attachment missing or illegible: Ensure all mandatory attachments are uploaded in clear PDF format.
- Pre-scrutiny errors not resolved: Run pre-scrutiny and fix ALL flagged issues before submission.
- Fees not paid / payment failure: Use only online payment (card/net banking). Keep transaction receipt.
- Mismatch with master data: If company details have changed, update master data first through appropriate forms.
Penalties for Non-Filing
| Default | Company | Officers |
|---|---|---|
| Late filing | Rs. 100/day additional fee | May face proportionate penalty |
| Non-filing beyond 270 days | NCLT condonation required | Director disqualification risk |
| False statement in form | Rs. 1 lakh to Rs. 10 lakh | Imprisonment up to 6 months |
Get Expert Help
our team handles complete ROC filing -- from Board Resolution drafting to form submission and query resolution. 99% first-attempt approval rate. Contact or visit taxclue.in.Disclaimer
This article is for general informational and educational purposes only. It does not constitute legal, financial, or professional advice. While every effort has been made to ensure accuracy based on the Companies Act, 2013 and Rules thereunder as amended up to March 2026, laws and regulations are subject to change. Readers are advised to consult a qualified Chartered Accountant, Company Secretary, or legal professional before acting on any information contained herein. TaxClue Consultech Pvt Ltd, its directors, employees, and associates accept no liability or responsibility for any loss, damage, or consequence arising from the use of or reliance on the information provided in this article. The sample drafts, resolutions, and templates provided are illustrative in nature and must be customized to the specific facts and circumstances of each case before use. Use of any draft or template from this article is entirely at the reader's own risk and discretion.Key Facts About File Form DIR-12 --
- Applies in: All states across India, under the relevant central law.
- Mode: Mostly online via the official government portal.
- Typical timeline: Ranges from a few days to a few weeks depending on the case.
- Non-compliance: May attract penalties, interest or late fees.
- Expert help: TaxClue completes File Form DIR-12 -- end to end for you.
What is Form DIR-12?
It is an MCA e-form for Appointment, cessation, change in designation of director/KMP. Filed under Section 7/152/161/167/169 through the MCA V3 Portal.
What is the deadline?
Within 30 days of change. Late filing attracts Rs. 100/day additional fee.
Over 90% of compliance penalties in India arise from missed due dates — timely handling of File Form DIR-12 -- can save businesses thousands of rupees each year.
File Form DIR-12 --: a key compliance topic in Indian tax and corporate law that businesses and individuals must understand to remain compliant.