Director Change
Appoint a new director and file the required forms with the Registrar of Companies.
What's covered
- Appointing a director is governed by the Companies Act 2013. Sec 152 sets the manner of appointment and requires every director to hold a Director Identification Number, Sec 161 covers additional, alternate and nominee directors appointed by the board, Sec 149 fixes the board composition rules — including the woman-director requirement that applies to prescribed classes of company — and Sec 164 lists the disqualifications that bar a person from being appointed.
- The appointment is given effect through a set of e-forms. The incoming director files DIR-2, the written consent to act, and the company files DIR-12, the particulars of appointment, within 30 days of the appointment. Where the appointment is made by a resolution that must be registered — for example certain appointments approved in general meeting — MGT-14 is also filed within 30 days. The director must have a valid DIN and Digital Signature Certificate, and the Articles of Association must permit the appointment.
- Filing late attracts an additional fee that rises with the length of the delay, so a director who is allowed to act before the consent and particulars are filed leaves the company exposed to escalating fees. A private company must keep between 2 and 15 directors, and the appointment must not breach that range or the Section 149 composition rules.
- We confirm that the Articles permit the appointment, arrange the incoming director's DIN and Digital Signature Certificate, draft the consent and the board or general-meeting resolution, and file DIR-2 and DIR-12 within the 30-day window so the appointment is properly recorded and the statutory registers are updated.
How we work
- 01
Check the Articles and pass the appointment resolution
Confirm that the Articles of Association permit the appointment and that the board will stay within the 2 to 15 director range for a private company and the Section 149 composition rules. Pass the appointment resolution at a board or general meeting as the Articles and the Act require.
- 02
Obtain DIN and Digital Signature Certificate for the incoming director
Ensure the incoming director holds a valid Director Identification Number and a Digital Signature Certificate, applying for them where the person is becoming a director for the first time, since both are mandatory for the appointment filings.
- 03
File the consent and particulars within 30 days
File the director's DIR-2 consent to act and the company's DIR-12 particulars of appointment within 30 days of the appointment, together with MGT-14 where the resolution requires registration. Then update the register of directors and the company's GST and tax records to reflect the change.
Documents required
- PAN of the incoming director
- Identity proof of the incoming director
- Residential address proof of the incoming director
- Passport-size photograph of the incoming director
- Board or general-meeting resolution approving the appointment
- DIR-2 consent to act as a director, signed by the appointee
Applicable laws & forms
- Companies Act 2013 — Section 152 (appointment of directors and the DIN requirement), Section 161 (additional, alternate and nominee directors) and Section 149 (board composition, including the woman-director requirement for prescribed companies)
- Companies Act 2013 — Section 164, which lists the disqualifications that prevent a person from being appointed a director
- Companies (Appointment and Qualification of Directors) Rules 2014 — which prescribe DIR-2 and DIR-12 and the 30-day filing timelines
Frequently asked questions
Government fees
- Statutory / government fee (indicative)
- ₹300
Indicative government fee · last verified 2026-06-07. Our professional charges are shared on consultation.