To appoint a director, obtain their consent in DIR-2 and DIN, pass a board resolution (as additional director) or shareholder resolution, and file DIR-12 with the ROC within 30 days. For resignation, the director gives written notice, the company files DIR-12 within 30 days and the director may file DIR-11. Removal needs an ordinary resolution with special notice under Section 169.
Appointing a director
- Obtain DIN if the person does not have one.
- Collect consent in DIR-2 and declarations of non-disqualification.
- Board appoints as additional director, or shareholders appoint at a general meeting.
- File DIR-12 within 30 days with the resolution and consent.
- Regularise an additional director at the next AGM.
Resignation of a director
The director submits a written resignation. The company files DIR-12 within 30 days. The director may also file DIR-11 with reasons. Resignation takes effect from the date the notice is received or the date stated, whichever is later.
Removing a director
Shareholders can remove a director before the end of tenure by ordinary resolution after special notice, giving the director a chance to be heard. Removal must not reduce the number of directors below the legal minimum.
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Get expert help →Common mistakes
- Missing the 30-day window, which attracts additional fees
- Letting directors fall below the minimum
- Not updating bank mandates and GST records
Frequently asked questions
Can a company have only one director after resignation?
A private company must have at least two directors. If a resignation reduces the number below two, a new director must be appointed promptly. Only an OPC can have a single director.
How long does DIR-12 approval take?
DIR-12 is usually processed quickly, often within a few working days, when documents are complete.
Does a foreign director need a DIN?
Yes. Every director, Indian or foreign, needs a DIN, which can be obtained through the appointment filing or separately.
Is shareholder approval needed to appoint a director?
The board can appoint an additional director, but that person holds office only until the next AGM, where shareholders must approve the appointment.
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