Form DIR-12: Complete Guide to Particulars of Appointment of Directors and KMP and Changes Among Them
Form DIR-12 is the web form filed by a company to report particulars of appointment of directors and Key Managerial Personnel (KMP), and changes among them. It is governed by Sections 7(1)(c), 168 and 170(2) of the Companies Act, 2013, Rule 17 of the Companies (Incorporation) Rules, 2014, and Rules 8, 15 and 18 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Purpose: Every company must file Form DIR-12 detailing appointment, cessation, and changes in designation of its Directors and KMP with the Registrar, within 30 days of the event (60 days for IFSC companies).
When is DIR-12 Filed?
DIR-12 is filed for:
- Appointment of a director, Managing Director, Manager, Secretary, CEO, or CFO
- Cessation of a director/KMP (resignation, removal, vacation of office, death, disqualification, etc.)
- Change in designation among directors
- Appointment due to disqualification of all existing directors (allowed only once per company)
- Appointment by liquidator
Important Checkpoints Before Filing
- Company must have a valid, approved CIN
- Signatory must have an approved DIN or valid PAN/Membership number, as applicable
- DSC of the signing authority must be valid, non-expired, non-revoked, and registered against the DIN/PAN/Membership number
- No other DIR-12 should be pending payment/processing against the CIN
- Appointment of a director must not take the individual beyond 20 directorships overall, or 10 public company directorships
- Filing must be done event-date wise — if event dates are more than 30 days apart (60 for IFSC), separate forms are required, unless combining them still results in normal-fee calculation
- Cessation due to death requires the date of cessation to match the date used while disabling the DIN due to death
- Professional certification is not mandatory for OPC and Small Companies
- Minimum director requirement must be respected: 2 for private companies (5 for private producer companies), 3 for public companies, 1 for OPC — except where filing for appointment specifically to restore minimum strength
Step-by-Step Filing Process
Option 1: Via MCA Services Menu
- Login to MCA portal → MCA Services → E-Filing → Company Forms Download
- Navigate to the header “Appointment / Change related filings”
- Access “Particulars of appointment of directors and the key managerial personnel and the changes among them (Form No. DIR-12)”
- Enter/search/select CIN
- Fill up the application
- Optionally save as draft (enabled once CIN is entered)
- Submit the webform and note the SRN
- Affix DSC
- Upload the DSC-affixed PDF on MCA portal
- Pay Fees (within 15 days of SRN generation for upload, and 7 days of upload for payment, or due date + 2 days, whichever is earlier)
- Receive acknowledgement; approval/rejection intimation is emailed to the registered user
Option 2: Via MCA Search Bar
Search “DIR-12” on the MCA homepage and proceed from filling up the application.
Resubmission
- Login → Application History → select DIR-12 application marked ‘Resubmission Required’
- Fill, submit, affix DSC, and upload within 15 days of resubmission marking
Field-Level Instructions
Field 2: Number of Directors/MD for Which the Form is Filed
- Up to 15 directors/MDs can be filed through a single webform
Field 3(a): Purpose of Filing
- Select Appointment / Cessation / Change in Designation / Appointment due to disqualification of all existing directors / Appointment by liquidator
- If ‘Cessation’ is selected, comments must be provided under “due to”
Field 3(l)–(m): Category and Chairman/Executive Status
- ‘Independent’ cannot be selected for Managing Director, Nominee Director, or Whole-time Director
- Executive and Non-Executive Director cannot both be selected together
Field 4: KMP Details
- Details of up to 4 Manager(s)/Secretary(s)/CFO/CEO can be filed per webform
Field 6: SRN of Form INC-28
- Mandatory where ‘Appointment by liquidator’ is selected
Mandatory Attachments
| Attachment | Mandatory? |
|---|---|
| Order from Court/NCLT | Mandatory where ‘Appointment by liquidator’ is selected |
| Notice of resignation | Mandatory where cessation is due to resignation under Section 168 |
| Evidence of cessation | Mandatory for all cessation filings |
| Optional attachments (up to 5) | Optional |
- Format: PDF or JPG; each attachment up to 2 MB; total up to 10 MB
Signing Requirements
- Company signatory: Director / Manager / Company Secretary / CEO / CFO / Statutory Auditor / Liquidator, as applicable to the purpose of filing
- Director’s Consent and Declaration: required for each director/MD being appointed, digitally signed by the respective appointee
- Certificate by practicing professional: CA / Cost Accountant / Company Secretary (in whole-time practice) — not mandatory for OPC and Small Companies
Fee Structure
Normal Filing Fee
Company having share capital:
| Nominal Share Capital (INR) | Fee (INR) |
|---|---|
| Less than 1,00,000 | 200 |
| 1,00,000 to 4,99,999 | 300 |
| 5,00,000 to 24,99,999 | 400 |
| 25,00,000 to 99,99,999 | 500 |
| 1,00,00,000 or more | 600 |
Company without share capital: ₹200
Additional (Delay) Fee
Filing must be completed within 30 days of the date of appointment/cessation/change in designation (60 days for an IFSC company).
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2× normal fee |
| More than 30 up to 60 days | 4× normal fee |
| More than 60 up to 90 days | 6× normal fee |
| More than 90 up to 180 days | 10× normal fee |
| More than 180 days | 12× normal fee |
Processing Mode
| Condition | Processing Mode |
|---|---|
| Cessation due to ‘Vacation of office u/s 167’ or ‘Removal u/s 169’ | Non-STP |
| Company flagged as a ‘management dispute company’ | Non-STP |
| Purpose is ‘Appointment due to disqualification of all existing directors’ or ‘Appointment by liquidator’ | Non-STP |
| Multi-director filing where any director matches the above | Non-STP |
| All other scenarios | STP — taken on record electronically without further processing; no resubmission possible |
Useful Links
Frequently Asked Questions (FAQs)
Q1. What is the time limit for filing DIR-12? Within 30 days of the appointment, cessation, or change in designation (60 days for IFSC companies).
Q2. How many directors can be covered in one DIR-12 filing? Up to 15 directors/Managing Directors and up to 4 KMP (Manager/Secretary/CEO/CFO) per webform.
Q3. When is DIR-12 processed in Non-STP mode? When cessation is due to vacation of office (Section 167) or removal (Section 169), the company is flagged as a management dispute company, or the purpose is appointment due to mass disqualification or by a liquidator.
Q4. Is professional certification always mandatory? No — it is optional for OPC and Small Companies, but mandatory for all other companies.
Q5. What happens if the appointee is already a director in 20+ companies? The appointment cannot be filed — the system enforces the statutory cap of 20 directorships overall (10 for public companies).
Disclaimer
This article is based on the official Instruction Kit published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA helpkit and resources available on MCA website.