Form DIR-12: Particulars of Appointment and Changes of Directors and KMP

Events covered by DIR-12

DIR-12 keeps the Registrar's record of the board and KMP current. A single form can report several events, but only if each event date falls within 30 days of the filing date. Appointment and cessation of the same person go on separate forms, filed in date order.

The form covers directors as well as the managing director, whole-time director, manager, company secretary, CEO and CFO. Appointment of an MD, WTD or manager may also need Form MR-1 within 60 days.

• Appointment of an additional, alternate, nominee or regular director
• Regularisation of an additional director at the general meeting
• Change in designation, for example director to managing director
• Resignation, removal, death or disqualification of a director
• Appointment or cessation of company secretary, CFO, CEO or manager

Attachments

For an appointment, the appointee's declaration in Form DIR-2 consenting to act as director is mandatory, and details of the appointee's interest in other entities are disclosed. For a cessation, a copy of the resignation notice and evidence of the cessation are attached. The appointee must already hold an approved DIN.

• DIR-2 consent of the appointee
• Letter of appointment and board or member resolution
• DIR-8 intimation that the person is not disqualified, kept on record
• Resignation letter and proof of delivery to the company, for cessations
• List of other directorships or interests, where applicable

Limits and checks to keep in mind

A person cannot be a director in more than 20 companies, of which not more than 10 can be public companies. A private company needs at least two directors, a public company three and an OPC one. A company may have only one company secretary at a time. The appointee must be at least 18 years old, and the DIN must not be deactivated for missed KYC.

When a director resigns, the resignation takes effect from the date the company receives the notice or the date stated in it, whichever is later. The company files DIR-12 within 30 days of receiving the resignation. The director may also file DIR-11 directly.

Fees, late fee and penalty

The normal fee follows the nominal-capital slab: ₹200 below ₹1 lakh up to ₹600 for ₹1 crore and above. Late filing attracts additional fee, starting at 2x the normal fee for a delay of up to 30 days and rising to 12x beyond 180 days.

Section 172 provides the penalty for contraventions of Chapter XI where no specific penalty is stated: ₹50,000 on the company and every officer in default, plus ₹500 per day of continuing default, up to ₹3 lakh for the company and ₹1 lakh for an officer.

Common reasons for resubmission

The signer must be different from the person the form concerns. Errors also include wrong appointment dates, missing DIR-2, attaching an unsigned resignation, filing cessation before the appointment form for the same person, and the appointee's DIN being inactive. Where a director resigns and the board falls below the minimum, the company must fill the vacancy promptly. Refogo's partner professionals can file DIR-12 for appointments and resignations for a fixed fee.

Step by step

1. 1Pass board resolution

   Approve the appointment or note the resignation.

2. 2Collect documents

   DIR-2 consent and DIR-8 for appointments; resignation letter for cessations.

3. 3Check DIN status

   Confirm the DIN is approved and KYC is current.

4. 4Fill DIR-12 on V3

   Enter event details, designation and dates.

5. 5Sign

   A different authorised director or KMP signs with DSC.

6. 6Pay fee

   Pay within 30 days to avoid additional fee.