What ROC filing is needed when I add a director?

Short answerWhen you appoint a new director, you file Form DIR-12 with the ROC within 30 days, along with the director’s consent (DIR-2) and the board/shareholder resolution. The new director needs a DIN and a DSC.

DIR-12 within 30 days

File DIR-12 for the appointment within 30 days of the board/shareholder decision.

DIN + DSC + consent

The new director needs a DIN and DSC, and signs DIR-2 consent.

The sequence, and the DIR-2 / MBP-1 pieces

The order matters. The proposed director first obtains a DIN (if they don’t already hold one) and a digital signature. Before appointment they give their written consent in Form DIR-2 and a disclosure of interest in Form MBP-1, and confirm they aren’t disqualified. The board (or the members, depending on the articles and the type of appointment) passes the resolution, and the company files Form DIR-12 with the ROC within 30 days, attaching the consent and resolution. For an appointment that needs shareholder approval — such as regularising an additional director at a general meeting — the relevant meeting and resolution come into play. Late filing of DIR-12 draws additional fees on a sliding scale. Keeping the register of directors and the disclosures updated at the same time, and collecting the DIR-2 and identity documents before filing, makes the 30-day window comfortable to meet. The same DIR-12 is used when a director resigns, so the form is worth knowing well.

Talk to CA Vijay R Singh

Adding a director and need the filing done? You can message him directly, or book a short call to talk through your situation.

This answer is general information for businesses, not professional advice. Tax rates, thresholds and forms change with each Finance Act — please confirm the current position for your own facts, or speak to us, before acting.

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