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Hisho & Kanri
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Change in Director

Update your company's directorship, fully compliant, fully on record.

Change in Director is the formal process of appointing, removing, or replacing a director on your company's board and reflecting that change with the Registrar of Companies. Whether a founder is stepping down, an investor is joining the board, or a director's designation is changing, the law requires the update to be resolved, documented, and filed — not just agreed upon informally.

Done correctly, it keeps your MCA master data accurate, protects the outgoing director from ongoing liability, and keeps banks, investors, and auditors confident in your company's governance. Done late or filed incorrectly, it can trigger penalties, stall due diligence, or leave a former director legally accountable for decisions they no longer make — which is why most companies route this through a compliance expert.

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Registrar of Companies · Form DIR-12
Change in Directorship
Outgoing director handed off, incoming director on record
Outgoing Director Relieved
Incoming Director Appointed
Filing TypeDIR-12 / DIR-11
JurisdictionIndia
Filed ByHisho & Kanri
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Scenarios

Which kind of director change are you filing?

Each scenario has a slightly different form, timeline, and set of consent documents. Here's the full lineup we handle, at a glance.

Resignation of Director

A director voluntarily steps down and formally notifies the board and the registrar of their exit.

Most Common

Appointment of New Director

A new individual is brought onto the board, whether a co-founder, investor nominee, or independent director.

Removal of Director

The board or shareholders remove a director before the end of their term, following due process and notice.

Change in Designation

An existing director's role changes — for example, from director to managing director, or whole-time to non-executive.

Addition of Director

An extra director is added to the board without any existing director exiting, expanding board strength.

Retirement by Rotation

A director retires as part of the statutory rotation cycle and may be re-appointed or replaced at the AGM.

Disqualification-led Change

A director is disqualified under the Companies Act and must be replaced to keep the board compliant.

Change Due to Demise

A director's seat falls vacant on death and the board must formally record the vacancy and any replacement.

The Process

From board resolution to updated MCA record, in eight steps

Here's exactly what happens between deciding on a director change and seeing it reflected on the official company master data.

1

Board Meeting & Resolution

The board convenes and passes a resolution approving the appointment, resignation, or removal of the director.

2

Consent & Resignation Letters

Incoming directors file their consent (Form DIR-2); outgoing directors submit a signed resignation letter and, where required, Form DIR-11.

3

DIN & DSC Verification

We confirm the incoming director's Director Identification Number and Digital Signature Certificate are active and valid for e-filing.

4

Filing Form DIR-12

The particulars of the appointment or cessation are filed with the Registrar of Companies within the statutory timeline.

5

Registrar Verification

The registrar reviews the filing, cross-checks DIN details, and raises queries if any information is inconsistent.

6

Statutory Register Update

The company's internal register of directors and key managerial personnel is updated to reflect the change.

7

MCA Master Data Update

Once approved, the change appears on the public MCA master data — the official proof of the new board composition.

8

Stakeholder Intimation

We help notify banks, auditors, and key vendors so signatory records and authorizations stay current across the board.

Eligibility

Who can become — or stop being — a director?

Requirements vary slightly by company type and country, but most director changes share the same baseline criteria.

Valid DIN Required

An incoming director must hold a valid, unde-activated Director Identification Number before appointment can be filed.

Minimum Age of 18

Every director, incoming or continuing, must be at least 18 years old and of sound legal capacity.

Written Consent to Act

The incoming director must file Form DIR-2 consenting in writing to act as director of the company.

No Disqualification on Record

The individual must not be disqualified under the Companies Act due to past non-compliance or insolvency.

Board or Shareholder Approval

The appointment, resignation, or removal must be backed by a valid board resolution or shareholder decision.

Directorship Limit Respected

The incoming director must not already hold directorships beyond the statutory limit across other companies.

Paperwork

Documents you'll need to keep handy

Gathering these upfront is the single biggest thing you can do to speed up your director change filing.

PAN Card

Of the incoming director

Aadhaar / ID Proof

For identity verification

Passport

If applicable, for foreign nationals

Address Proof

Bank statement or utility bill

Photograph

Recent passport-size photo

Consent Letter (DIR-2)

Incoming director's written consent

Resignation Letter

Signed by the outgoing director

Board Resolution Copy

Certified copy authorizing the change

Why It's Worth It

What a timely director change filing actually buys you

Beyond the legal formality, an accurate director record changes how protected everyone involved is, and how smoothly your company operates.

Protects the Outgoing Director

Removes them from future liability once the filing is on record

Accurate MCA Record

Public master data always reflects who actually runs the company

Smooth Bank Operations

Bank mandates and authorized signatories stay current and usable

Clean Due Diligence

Investors and acquirers see a governance record with no gaps

Avoids Penalties

Timely filing sidesteps late fees and additional statutory scrutiny

Uninterrupted Governance

Board decision-making continues without an authority vacuum

Investor Confidence

A well-documented board reassures existing and prospective investors

Faster Future Filings

An up-to-date register makes every subsequent ROC filing quicker

After Filing

What stays on your compliance calendar afterward

Filing DIR-12 is the start, not the finish — here's what keeps the change fully in good standing.

DIR-12 Within 30 Days

The company must file the appointment or cessation with the registrar within the statutory window.

DIR-11 by the Outgoing Director

The resigning director independently notifies the registrar of their own resignation.

Statutory Register Update

The register of directors and key managerial personnel is amended to match the new board.

Bank & GST Record Updates

Authorized signatory lists with banks, GST, and other regulators are updated to match the new director.

Board Meeting Minutes

Minutes recording the resolution are maintained as part of the company's statutory records.

Reflect in Annual Return

The updated board composition is reported in the company's next annual return to the registrar.

Why Hisho & Kanri

Director change filings handled by people who do this daily

We've filed enough director changes across India, Singapore, and Malaysia to know exactly where things usually go wrong — and how to avoid it.

Experienced Professionals

Company secretaries who file DIR-12 and related forms every week.

Fast Processing

Resolutions and forms reviewed and filed without back-and-forth delays.

Affordable Pricing

Transparent packages with no hidden government-fee surprises.

Transparent Process

You see every filing and status update, not just a final acknowledgment.

Dedicated Support

One point of contact from your first call through MCA record update and beyond.

Secure Documentation

Director identity and company documents handled under strict confidentiality.

FAQ

Common questions about changing a director

Can't find your question here? Use the form alongside this page and we'll answer it directly.

It's the formal process of appointing, removing, or replacing a director on your company's board and reflecting that change with the registrar.

Form DIR-12 is filed by the company for appointment or cessation; the resigning director separately files Form DIR-11.

Most structures need at least one or two directors at all times, depending on the entity type and country of incorporation.

Typically around 5 working days once resolutions and consents are ready, though it can vary by country and registrar workload.

Identity proof, address proof, a photograph, consent or resignation letters, and a board resolution copy — see the Documents section above for the full list.

Yes, Form DIR-12 must generally be filed within 30 days of the appointment or cessation taking effect — we can confirm the exact window for your case.

Yes, NRIs and foreign nationals can be appointed, subject to additional documentation and, in some structures, a resident co-director requirement.

Board approval is usually enough for appointments and resignations, but removal of a director typically requires a shareholder resolution with notice.

Late filing attracts additional government fees and penalties, and the outgoing director may remain liable on record until the change is filed.

Because we handle it daily across three countries, keep you informed at every filing stage, and stay on for compliance long after the change is on record.