MCA
Quick answer: ## What is Adding or Removing a Director? Adding or removing a director means updating the board. You file Form DIR-12 with MCA. Section 161 of the Companies Act covers director appointment. Private companies can add a director by board resolution. Public companies and listed entities need shareholder approval. Section 168 covers resignation. A director…
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Audience
expert drafts board resolution approving appointment or noting resignation of the director.
PAN, Aadhaar, DIN, Form DIR-2 and photograph of the incoming director are collected and verified.
Resignation letter is drafted, board is informed and date of cessation is documented.
Shareholder ordinary / special resolution is passed as required under sections 161 and 168.
Form DIR-12 is filed on the MCA21 portal with DSC of the director and certified by Our expert team.
MCA approves and updated CIN master reflects the new director composition.
Why file this
8 documents needed for add or remove director.
Why file add or remove director with FinTax24 instead of doing it yourself.
| Aspect | DIY / Portal | Local Tax Consultant | FinTax24 |
|---|---|---|---|
| Filing time | 7–14 days (typical) | Varies by availability and workload | 7-15 business days |
| Expert review | None | Depends on the consultant | Expert verified on every filing |
| Document check | You self-verify; rejected on portal | Manual review may vary | Pre-verified by our team before submission |
| Support | Email / chatbot | Appointment-based or office hours | WhatsApp + phone, Mon–Sat 10 AM–7 PM IST |
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Form DIR-12 is used to report any change in director or KMP to the Registrar of Companies. Form DIR-3 is used to apply for a new Director Identification Number (DIN). Form MGT-14 is filed for the board / shareholder resolution if required.
Yes. Under section 168 of the Companies Act, 2013, a director can resign by writing to the company. The board is obliged to intimate the Registrar within 30 days via Form DIR-12 and disclose the resignation in the next board report.
For appointment of an additional director under section 161(1), only board resolution is sufficient. For regularisation at the next AGM or appointment of a director liable to retire by rotation, ordinary resolution is passed by shareholders. Special resolution is needed for appointment of independent directors and for appointment exceeding one-third of total strength.
Penalty under section 451 for non-filing of Form DIR-12 ranges from ₹5,000 to ₹25,000 for the company and every defaulting officer. Continued default attracts further fine of ₹1,000 per day under section 451(2). The director who fails to disclose his interest faces penalty under section 149(11).
Yes. Every director must hold a valid Director Identification Number (DIN) allotted by MCA via Form DIR-3. DIN is a lifetime ID and must be quoted in all company filings. A director cannot be added to the company without a valid DIN. Directors who deduct TDS must also obtain a Tax Deduction Account Number (TAN) under Section 203A of the Income-tax Act — FinTax24 can assist with both DIR-3 and TAN applications together.
TAN (Tax Deduction Account Number) is a 10-digit alphanumeric code required under Section 203A of the Income-tax Act for any person responsible for deducting tax at source. If your company has employees or makes payments subject to TDS — such as salary, rent, professional fees, or contractor payments — you need a TAN. TAN is filed along with TDS returns (Form 26Q for contractors, Form 24Q for salary) on the income-tax e-filing portal. FinTax24 can help with both your MCA director filings and income-tax compliance including TAN application and quarterly TDS returns.
Yes. Under section 169, shareholders can remove a director before the expiry of his period by ordinary resolution with special notice. Independent directors can only be removed with the procedure prescribed under section 169 read with Schedule IV.
Form DIR-12 is processed by MCA within 7-15 working days. Approval is reflected in the CIN master and the director master on the MCA portal. Board / shareholder resolution filing in Form MGT-14 takes an additional 3-5 days.
Adding or removing a director means updating the board. You file Form DIR-12 with MCA. Section 161 of the Companies Act covers director appointment. Private companies can add a director by board resolution. Public companies and listed entities need shareholder approval. Section 168 covers resignation. A director can resign by writing to the company. The board must inform the ROC within 30 days. Every director needs a valid DIN before appointment. The CIN master on MCA must show the correct director list.
Gujarat family-owned companies in Surat, Rajkot, and Ahmedabad often face board changes. When a promoter retires and a next-generation family member joins, the director change must be filed. When co-founders part ways, the director change must be filed. Private equity or institutional investors joining as nominee directors also trigger the same DIR-12 filing.
## Who Should Use ThisUse this service if your company needs to onboard a new executive director. Use it to appoint an independent director. Use it to remove a resigning director. Section 164 lists director disqualifications. These include unstamped personal insolvency, criminal convictions, or non-filing of financial statements. Companies must vacate the office of any disqualified director. Gujarat trading and manufacturing families use this service when bringing a second generation onto the board. They also use it before fundraising or ESOP issuance. Subsidiaries appointing nominee directors from a parent entity also need to file DIR-12.
## The FinTax24 ProcessFinTax24 drafts the board resolution. This resolution approves the appointment or notes the resignation. We collect the KYC of the incoming director. This includes PAN, Aadhaar, DIN (via Form DIR-3 if not yet held), and Form DIR-2 consent. For outgoing directors, we draft the resignation letter. We document the date of cessation. We formally inform the board. An ordinary resolution works for most appointments. A special resolution is required for independent directors. It is also required for appointments exceeding one-third of total board strength. Form DIR-12 is filed on MCA21 with the director's digital signature. Form MGT-14 is filed where board or shareholder resolutions are also required. MCA typically processes the filing within 7–15 working days. The updated director composition then appears in the CIN master.
## Compliance & PenaltiesForm DIR-12 must be filed within 30 days of the appointment or resignation date. Missing this deadline attracts a penalty under section 451. This is ₹5,000 to ₹25,000 for the company and every defaulting officer. It also adds ₹1,000 per day for continued default. A director acting without a valid DIN faces personal liability under section 149(11). When an independent director resigns, the company must disclose the resignation in the next board report filed with the ROC. The updated director list must appear in the next Form MGT-7 Annual Return and Form AOC-4 financial statements.
Key sources: FinTax24 Compliance Desk.
Reviewed by FinTax24 Compliance Desk · Review date
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