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₹1,550/-*
Starting professional fee (excl. Govt fees & taxes) -
Form DIR-12
Filed with the ROC for every change -
Board Resolution
Required for both addition & removal -
End-to-End Filing
From resolution to updated records
Addition of Directors
Adding a director means appointing a new individual to a company's board. Directors are the key decision-makers responsible for overseeing management, strategic direction, and the company's compliance with legal and regulatory requirements — so every addition is formally resolved, documented and filed with the Registrar of Companies (ROC).
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Expertise & Experience Bringing in specialised skills or industry experience the existing board doesn't have.
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Strategic Direction Strengthening leadership as the company scales or enters new markets.
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Regulatory or Shareholder Needs Meeting statutory board-composition requirements or shareholder agreements.
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Succession Planning Preparing the next generation of leadership within a family or founder-led business.
Process for Adding a Director
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Step 1: Board Resolution The existing board passes a resolution approving the new appointment, typically during a board meeting.
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Step 2: Consent & DIN The incoming director provides written consent to act (Form DIR-2) and must hold a valid Director Identification Number, applying for one via Form DIR-3 if they don't already have it.
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Step 3: Filing with the ROC Form DIR-12 is filed with the Registrar of Companies, attaching the board resolution, consent letter, proof of identity and proof of address.
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Step 4: Update Company Records The company's register of directors and key managerial personnel is updated to reflect the new appointment.
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Consent to act (Form DIR-2)
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Valid DIN, or Form DIR-3 application
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Board resolution / meeting minutes
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Form DIR-12 for ROC filing
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Proof of identity & address
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Recent passport-size photograph
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PAN card copy
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Formal appointment letter
Removal of Directors
A director may leave the board voluntarily through resignation, or be removed by the company for reasons such as legal disqualification, non-performance, or breach of duties. Whichever the case, the removal follows a defined legal process before the company's records and the ROC are updated.
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Resignation A director voluntarily steps down from the board.
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Disqualification Legal or regulatory disqualification bars continued service.
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Non-Performance Failure to effectively perform director duties.
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Breach of Duties Violation of company policy or applicable law.
Process for Removing a Director
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Step 1: Board Meeting & Resolution The board proposes the removal, typically at a board meeting, and passes a resolution detailing the reasons.
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Step 2: Notice to the Director Written notice is issued to the director being removed, informing them of the proposed removal and the meeting where it will be discussed; they have the right to make a representation before the resolution is passed.
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Step 3: Shareholder Approval (Where Required) If the director was appointed by shareholders, a special resolution must be passed at a general meeting, with proper notice sent to all shareholders and the director given a chance to be heard.
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Step 4: Filing with the ROC Form DIR-12 is filed with the Registrar of Companies, along with the board or special resolution, notice of removal, and any related correspondence.
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Step 5: Update Records & Settlements The register of directors is amended, any final dues owed to the removed director are settled, and relevant stakeholders are informed where necessary.
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Board resolution / meeting minutes
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Special resolution (if applicable)
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Form DIR-12 for ROC filing
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Written notice of removal
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Related correspondence / legal notices
Frequently Asked Questions
A board meeting is held to pass a resolution approving the appointment. The new director gives written consent, and their details are filed with the Registrar of Companies (ROC) using Form DIR-12, along with proof of identity and address.
A board meeting is held to pass a resolution for removal. If the director was appointed by shareholders, a special resolution may also be required. The director must be notified, and Form DIR-12 filed with the ROC to update company records.
The director's written consent (Form DIR-2), a valid Director Identification Number, proof of identity and address, a board resolution or appointment letter, and any documentation required under the company's Articles of Association.
The board resolution or special resolution, written notice of removal sent to the director, Form DIR-12 for ROC filing, and any related correspondence or documentation.
Generally no. A director must be given notice and an opportunity to be heard before removal. Removing a director without following the proper procedure can lead to legal challenges.
The resignation letter is accepted and documented, and Form DIR-12 is filed with the ROC to update the records and remove the director's name from the company's register.
Yes, provided the company's Articles of Association and applicable legal provisions permit it, and the director meets all eligibility criteria at the time of reappointment.
Form DIR-12, for both addition and removal, is filed electronically through the ROC's online portal — filling in the required details, attaching supporting documents, and submitting for processing.
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