Appointment and Removal of Directors in an Indian Company

Appointing a new director requires their written consent (Form DIR-2), a valid DIN (Director Identification Number), board or shareholder approval, and filing Form DIR-12 with the ROC within 30 days of appointment. Removing a director follows a parallel but more sensitive process, since the outgoing director has a statutory right to be heard.

Appointing a new director — step by step

1. Obtain the proposed director's DIN (if they don't already have one) and digital signature
2. Collect Form DIR-2 — written consent to act as director
3. Pass a board resolution (or shareholder resolution at a general meeting, depending on the company's articles) approving the appointment
4. File Form DIR-12 with the ROC within 30 days, attaching the consent and resolution
5. Update the company's register of directors

Removing a director — step by step

1. Issue a special notice to shareholders of the intention to remove the director (required under Section 169)
2. Give the director a copy of the notice; they have the right to make representations
3. Pass an ordinary resolution at a general meeting to remove the director
4. File Form DIR-12 within 30 days to update the ROC record

Can a director resign voluntarily?

Yes — a director can resign by giving written notice to the company. The company must file Form DIR-12, and the resigning director can independently file Form DIR-11 to formally notify the ROC of their own resignation, which protects them if the company delays filing.

What happens if DIR-12 isn't filed on time

Late filing attracts additional government fees that scale steeply with delay, and the ROC's public record continues to show the outgoing/incoming director incorrectly, creating compliance risk and confusion for banks, auditors and regulators who rely on that record.

Minimum director requirements

A Private Limited company must maintain at least 2 directors at all times (1 for OPC); if a removal/resignation would breach this minimum, a replacement must be appointed simultaneously.

Our ROC compliance service handles director appointment and removal filings correctly and on time.