Appoint, replace or remove a director with Legal Startup. A dedicated compliance expert prepares the resolutions and consents, files Form DIR-12 with the ROC on time and helps you update banks and registrations after the change.
Free call & custom quote · Professional fee + government fee
Change in director means appointing, replacing, removing or recording the resignation of a director of a company, and reporting it to the Registrar of Companies (ROC) in Form DIR-12 under the Companies Act, 2013. The company's registers and records must also be updated.
Last updated: October 2026. Forms, fees and time limits can change, so we confirm the current position before filing.
A company acts through its directors. When a director joins, leaves, is removed or dies, the change affects who can sign, who is responsible for compliance and who is shown on the public record. The Companies Act, 2013 requires the company to report the change to the ROC within the prescribed time.
Every appointment needs a valid Director Identification Number (DIN), the person's consent and a declaration that they are not disqualified. The company must also keep within the legal limits on board size: at least 2 directors for a private company, 3 for a public company, and one resident director who has stayed in India for 182 days in the previous year.
Resignation and removal follow different procedures, and a resigning director may file a separate form with the ROC to protect their own position. For forms, the DIN process and filing, visit the Ministry of Corporate Affairs at mca.gov.in. If your brand is registered, also see our trademark registration online service.
Important limits and timelines every company should know.
The right procedure depends on the kind of change.
A new or additional director joins the board.
A director steps down from the board.
The company removes a director before the term ends.
One director leaves and another is appointed.
A director's office falls vacant by operation of law.
A designated partner joins or leaves an LLP.
Not sure which procedure applies? Tell us what changed and our experts will guide you free of charge.
Why companies update the director record on time.
The MCA record shows who actually runs the company.
You meet the Companies Act requirement to report changes in time.
Filing within 30 days avoids additional fees on DIR-12.
A resigning director is no longer shown as responsible for later events.
Authority to sign and operate accounts matches the board.
Clean records help during due diligence and funding rounds.
File from anywhere in India through the MCA portal.
From the decision to the updated MCA record, here is how a change in director works online.
Timelines depend on how quickly documents and signatures are ready and on the ROC's processing. Not to scale.
We confirm the DIN, disqualification status, minimum board size and the resident director requirement.
We draft the board resolution, or the notice and resolution for the members where shareholders must approve.
We prepare the DIR-2 consent and DIR-8 declaration for an appointment, or the resignation letter for an exit.
The form is filed online with the DSC of the authorised director and the supporting attachments.
We follow the status and respond to any query from the ROC within the allowed time.
We update the register of directors and give you a checklist for banks and registrations.
Keep these ready to avoid delays. Our expert will confirm the exact list for your case.
The total cost depends on the number of changes, the company's authorised capital and whether the filing is on time. It generally has three parts:
Paid to the MCA for each e-form, based on the company's capital. Late filing adds fees. The schedule can change, so we confirm the current fee before filing.
Our fee depends on the number of directors and the type of change. Call free for a custom quote before you pay anything.
A new DIN, a Digital Signature Certificate, an amendment of the Articles or a general meeting are charged separately where they apply.
We share a clear, itemised quote before you begin – no hidden charges. Get your free quote →
Choose the change that matches your company, or call free for a custom quote.
A new or additional director is joining your board.
A director is leaving, or the company wants to remove one.
Several changes together, an LLP partner change or a late filing.
Our professional fee is quoted after a free call. Government fee is separate and depends on the company's capital. Not sure which option fits? Ask for a free review.
If your board has changed, the ROC record needs to follow.
Founders bringing in new directors as the team grows.
Investors appointing nominee directors to the board.
Individuals who want to step down and be removed from the record.
Shareholders seeking the removal of a director under the Act.
Handing responsibility to the next generation or after a death.
If a change was not reported on time, speak to us about filing without more delay.
A quick view of how each kind of change differs. Ask us which one applies to you.
| Route | When it applies | Approval | Main forms | Effort |
|---|---|---|---|---|
| Appointment | A new or additional director joins | Board or members, as per the Articles | DIR-2, DIR-8, DIR-12 | Moderate |
| Resignation | A director steps down | Written notice to the company | DIR-12, DIR-11 | Low |
| Removal | The company removes a director | Ordinary resolution after special notice | DIR-12 | Higher |
| LLP partner change | A designated partner joins or leaves | Partners' consent | Form 4 | Low to moderate |
Early planning and correct documents prevent most problems.
The ROC filing is only one step. Here is what to update next.
Check that the master data shows the new director list correctly.
Give the bank the resolution so the new board can operate the accounts.
Update GST, Udyam, licences and other records that name directors or authorised signatories.
Keep director KYC, disclosures and the registers up to date.
If your office address also changes, see our change registered office service. If your brand also needs protection, see our trademark registration online service. For local support, see our pages for trademark registration in Dwarka and Jaipur.
Quick answers on changing a director in India.
A change in director is the appointment, resignation, removal, death or disqualification of a director of a company, which must be recorded in the company's registers and reported to the Registrar of Companies.
Pass the board or shareholder resolution, collect the director's consent or resignation letter and declarations, make sure the DIN is active and file Form DIR-12 with the ROC on the MCA portal along with the attachments.
Form DIR-12 must be filed within 30 days of the appointment, resignation, removal or other change of a director. Late filing attracts additional fees.
A private company needs at least 2 directors, a public company at least 3 and a one person company at least 1. A company can have up to 15 directors, and more with a special resolution.
Yes. A person must have a Director Identification Number (DIN) before being appointed. A new DIN can be applied for with the company's incorporation or, for an existing company, through the prescribed DIN application process.
The director gives written notice to the company. The company files Form DIR-12 within 30 days, and the director may also file Form DIR-11 with the ROC. The resignation takes effect from the date the company receives the notice or the date mentioned in it, whichever is later.
Yes. Under Section 169 a director can be removed by an ordinary resolution of the members after special notice and a reasonable chance to be heard. The company then files DIR-12 with the ROC.
The board or shareholder resolution, consent to act as director (DIR-2), declaration of non-disqualification (DIR-8), resignation letter where applicable, identity and address proof, DIN and a Digital Signature Certificate for the filing.
Yes. Every company must have at least one director who has stayed in India for at least 182 days in the previous calendar year. This should be checked before a resident director resigns.
Update the statutory registers, bank signatories, GST and other registrations, authorised signatories, the website and letterheads, and file any disclosures required for the new director.
Is your board changing? Speak to our compliance expert today – the review and the quote are free.
Tell us what you need and our team will get back to you with the right guidance.
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