Appointing or removing a director: DIR-2 consent, DIR-12 within 30 days and when DIR-11 is filed

Last updated 22 Oct 2026 · India

Short answer. A new director gives written consent in DIR-2 and must hold a DIN. The company informs the Registrar of the appointment, or of a resignation, in Form DIR-12 within 30 days (sections 170(2) and 168(1)). A resigning director may also send a copy of the resignation with reasons to the Registrar in DIR-11 within 30 days. A resignation takes effect from the date the company receives the notice or the date the director specifies, whichever is later.

Who files what

Event	Company	Director
Appointment	DIR-12 within 30 days	DIR-2 consent, DIN, DIR-8 declaration
Resignation	DIR-12 within 30 days	DIR-11 within 30 days (optional)
Absence from all board meetings for 12 months	Office vacated (section 167); DIR-12	–

Board vs members

Additional directors appointed by the board hold office until the next AGM, where members regularise them.
A director appointed at a general meeting is approved by the members' resolution.

Common mistakes

Resigning the last director(s). A private company needs at least two directors (one for an OPC); resignations that leave fewer are not processed.
DIR-12 late. Additional fees apply on MCA21.
DIN not KYC-compliant. A deactivated DIN blocks the filing; complete DIR-3 KYC first.
Resignation letter with no date of receipt. Keep proof of when the company received it.

Checklist

DIN active and KYC done
DIR-2 and DIR-8 on file
Board or members' resolution passed
DIR-12 filed within 30 days
Bank mandates and GST authorised signatories updated

Frequently asked questions

What is the time limit for DIR-12?

Within 30 days of the appointment or resignation of a director.

Does a resigning director have to file DIR-11?

It is optional: the director may forward a copy of the resignation with reasons to the Registrar in DIR-11 within 30 days (section 168(1)).

From when is a director's resignation effective?

From the date the company receives the notice or the date specified by the director, whichever is later.

What is DIR-2?

The director's written consent to act, filed by the company with the appointment.

Official sources

Not tax or legal advice. This is a free explainer of public rules; deadlines and rules can change by notification, so confirm on the official portal or with your CA before you file. Last checked 22 Oct 2026.

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