Form DIR-12: appointment and cessation of directors and KMP

When it is filed

Section 170(2) of the Companies Act, 2013 and rule 18 of the Companies (Appointment and Qualification of Directors) Rules, 2014 require a return of the particulars of directors and key managerial personnel, and of any change in them. DIR-12 covers:

• appointment of a director, a change in designation (for example, a director becoming managing or whole-time director), and cessation;
• appointment and cessation of a manager, company secretary, CFO or CEO.

Time limit

Within 30 days of the appointment or change. For a resignation, the 30 days run from the date the company receives the director's notice (rule 15).

Resignation: DIR-11 is optional

Since 7 May 2018, a resigning director may also send the Registrar a copy of the resignation with reasons in Form DIR-11, within 30 days (section 168(1)). The company's DIR-12 remains mandatory either way.

What is usually attached

Depending on the purpose selected in the form:

• the appointee's consent to act as director in Form DIR-2;
• the notice of resignation, or other evidence of cessation;
• an order of the court or Tribunal, where the change follows one.

The form shows only the fields relevant to the purpose chosen.

Fee

The normal filing fee depends on the company's authorised capital, under the Companies (Registration Offices and Fees) Rules, 2014. A late filing pays an additional fee that rises with the delay.

Penalty

Section 172 applies, since section 170 has no penalty of its own. The company and every officer in default are each liable to ₹50,000, plus ₹500 for each day the failure continues. The cap is ₹3 lakh for the company and ₹1 lakh for an officer (as amended with effect from 21 December 2020).

General information on the law as on 26 October 2026, not advice on any particular matter. Check the current MCA form and instruction kit before filing.