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Director Appointment / Resignation – Expertvuw
Board Changes

Appointment, Resignation and Removal of Directors

Last updated: 2 October 2026

Adding a director, accepting a resignation or removing a director each needs specific approvals and an ROC filing within 30 days. Our team prepares the consents, resolutions and DIR-12, and handles DIN applications for new directors.

Overview

How director changes are made

  • Appointment — a new director needs a DIN and gives written consent in Form DIR-2 and a declaration that they are not disqualified. The board may appoint an additional director, who holds office until the next AGM, where shareholders regularise the appointment. The company files Form DIR-12 within 30 days.
  • Resignation — the director gives written notice; the company files DIR-12 within 30 days. The director may also file DIR-11 with the ROC.
  • Removal — shareholders can remove a director (other than one appointed by the NCLT) by ordinary resolution after special notice, with a chance for the director to be heard.

A private company must have at least two directors and at least one director resident in India for 182 days in the previous calendar year. Directors from countries sharing a land border with India need security clearance before a DIN is issued.

Based on the Companies Act, 2013 and the rules made under it. Last updated: 27 September 2026.

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What This Service Covers

What our director change service covers

1

DIN application and digital signature for new directors

2

Consent (DIR-2) and non-disqualification declarations

3

Board and shareholder resolutions

4

DIR-12 filing within 30 days, and DIR-11 support for resigning directors

5

Removal procedure with special notice and hearing

Key facts at a glance

DIR-2

Consent to act as director

DIR-12

Filed within 30 days of any change

DIR-11

Optional filing by a resigning director

Additional director

Holds office until the next AGM

2 directors

Minimum for a private company

182 days

At least one director resident in India

Common Issues

Where director changes commonly go wrong

Most issues are about timing and records.

DIR-12 filed late

Additional fees build up after 30 days.

Additional director not regularised

Appointment lapses because it was not approved at the AGM.

Minimum directors breached

Resignations leave the company below the minimum.

Related Services

Related services

Other director and board services.

DIR-3 KYC

Director KYC.

KMP Appointment

Key managerial personnel.

DIN Security Clearance

Directors from land-border countries.

Annual Compliance

The yearly calendar.

Documents Required

Documents we need from you

Director Documents

Company Documents

Our Process

How we handle a director change

1

Eligibility

Checks on disqualification and DIN status.

2

DIN & DSC

DIN and digital signature for a new director.

3

Consents

DIR-2, DIR-8 and MBP-1 collected.

4

Resolutions

Board and shareholder resolutions passed.

5

Filing

DIR-12 filed within 30 days.

6

Records

Register of directors updated.

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After the Change

After the change

Keep the board’s composition and records in order.

Register

Register of directors and KMP updated.

Bank mandates

Signatories updated with banks.

AGM

Additional directors regularised at the next AGM.

Disclosures

New directors file interest disclosures each year.

Get in Touch

Share your query and our team will reply during business hours.






    FAQs

    Frequently Asked Questions

    What is the time limit to file DIR-12?

    Within 30 days of the appointment, resignation or change.

    Yes, by written notice; the resignation takes effect from the date the company receives it or a later date mentioned.

    An optional filing by the resigning director with the ROC.

    By ordinary resolution of shareholders after special notice, with the director given a chance to be heard.

    At least two, with at least one resident in India for 182 days in the previous calendar year.

    About Expertvuw

    Who handles your case

    CS Chetna Shoor, Company Secretary and Director, Expertvuw

    CS Chetna Shoor

    ACS – Director, Expertvuw Management Pvt Ltd

    This work is handled by Expertvuw’s team, with filings made on the MCA portal. Certifications and audits required by law are issued by independent practising professionals engaged for your case.

    Expertvuw Management Pvt Ltd