Registered Office Change
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Business Setup
Appointment of Director, Resignation or Removal
Appointment of director or a director stepping down? We prepare the resolutions and consents and file Form DIR-12 with the ROC so your records stay correct.
- 3–5 working days (per director)
- Resolutions drafted
- DIR-12 filing
- DIN & DSC support
When do you need this?
Whenever a director joins, resigns or is removed, the company must update the Registrar of Companies (ROC). The change is filed in Form DIR-12 within 30 days; a late filing attracts additional fees.
How each change works
| Change | What is needed |
|---|---|
| Appointment | Board resolution (and shareholder approval where required), consent in Form DIR-2, a DIN, then DIR-12 |
| Resignation | Resignation letter, board noting the resignation, DIR-12; the director may also file DIR-11 |
| Removal | Special notice, shareholder resolution after giving the director a chance to be heard, then DIR-12 |
A private company must always have at least two directors, so a resignation may need a new appointment at the same time.
Who can be appointed as a director?
Any individual with a Director Identification Number (DIN) can be appointed, as long as they are not disqualified. A person is disqualified if, for example, they are an undischarged insolvent, have been convicted of certain offences, or were a director of a company that did not file its financial statements or annual returns for three consecutive years. Every new director files a consent (DIR-2) and a declaration that they are not disqualified (DIR-8), and must complete their DIR-3 KYC.
A private company must have at least two directors, and at least one director must be resident in India – in India for 182 days or more in the previous calendar year.
Types of director appointments
| Appointment | How it works |
|---|---|
| Additional director | Appointed by the board between general meetings; holds office until the next AGM, where shareholders confirm or end the appointment |
| Director appointed at a general meeting | Approved by shareholders, often to regularise an additional director |
| Executive (whole-time or managing) director | Works in the business; terms of appointment and pay are approved by the board and shareholders |
| Nominee director | Appointed by an investor or lender under an agreement or the articles |
Removing a director
Shareholders can remove a director (other than one appointed by the Tribunal) by an ordinary resolution, but only after a special notice of the proposal is given, the director receives a copy and has the chance to be heard at the meeting. Skipping these steps makes the removal open to challenge. Where a shareholders' agreement gives an investor the right to appoint a director, removing that director needs the investor's consent.
After the change
- Update the bank's list of authorised signatories and the company's letterheads.
- Update the GST registration when directors are added or removed.
- Check that the board still has the minimum number of directors and a resident director.
- If the outgoing director held shares, consider a share transfer.
Our service
We draft the resolutions, consent and minutes, arrange a DIN and DSC for a new director if needed, and file DIR-12 with the ROC. Bringing in a new shareholder too? See share transfer.
Documents required for Add or Remove Director
After you purchase, log in to My Account → My Services and upload each document below. Scanned copies or clear phone photos (PDF, JPG or PNG) are fine. Your files are stored privately and seen only by your assigned expert.
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PAN, Aadhaar and photo of the incoming director For a new appointment Required
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DIN and DSC of the incoming director We can obtain them if the person has none If applicable
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Resignation letter For a director who is resigning If applicable
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DSC of an authorised director To sign the MCA forms; we can arrange one if needed Required
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Board / shareholder resolutions We draft these for signature If applicable
Add or Remove Director process with Nevo Legal
Details
Share the director’s details and the change you need.
Drafting
Resolutions, consent and minutes prepared for signature.
Filing
DIR-12 filed with the ROC.
Update
MCA records updated and the challan shared.
What you get
- Board resolution and minutes
- Filed Form DIR-12 with challan
- Updated director list on the MCA portal
Add or Remove Director – frequently asked questions
What is the deadline for filing DIR-12?
Within 30 days of the appointment, resignation or removal. Later filings attract additional fees.
Can the only other director resign?
A private company needs at least two directors, so a replacement must be appointed if a resignation would take it below two.
Does a new director need a DIN?
Yes. We can apply for the DIN along with the appointment if the person does not have one.
Can a director resign at any time?
Yes, by giving written notice to the company. The resignation takes effect from the date the notice is received or a later date stated in it, and the company files DIR-12 within 30 days.
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Speak to a Nevo Legal expert. We will understand your requirement and recommend the right legal route – no obligation.