Summary: The article explains the changes introduced by the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, notified vide G.S.R. 943(E) dated 31 December 2025 and effective from 31 March 2026, which substitute Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014. The amendment replaces the annual DIN KYC requirement with periodic KYC once every three consecutive financial years through Form DIR-3 KYC Web, due by 30 June of the applicable year. It also introduces mandatory event-based filing within 30 days of any change in a director’s personal mobile number, email address or residential address. The revised Form DIR-3 KYC Web serves as a unified mechanism for periodic KYC, updating specified particulars and reactivating a DIN deactivated due to non-filing. The article outlines the legal framework under Sections 153 to 159 of the Companies Act, 2013, filing procedures, digital signature and professional certification requirements, applicable fees, consequences of non-filing, the distinction between DIN deactivation and director disqualification under Section 164, and recommended compliance measures for companies.
MCA Replaces Annual DIN KYC with Three-Year Filing Under Amended Rule 12A
Director Identification Number, commonly known as DIN, is a unique identification number allotted by the Ministry of Corporate Affairs to an individual who intends to become a director of a company or a designated partner of a Limited Liability Partnership. Once allotted, DIN generally remains associated with the individual throughout their lifetime, subject to surrender, cancellation or deactivation under the applicable law. Obtaining a DIN is not the end of the compliance process. The DIN holder must ensure that the identity, residential address, mobile number and email address recorded with the Ministry of Corporate Affairs remain correct and updated. This verification requirement is commonly known as Director KYC or DIN KYC.
Until March 2026, DIN KYC was generally treated as an annual compliance requirement. Every eligible DIN holder was required to complete Form DIR-3 KYC or DIR-3 KYC Web each year, usually by 30 September. The Ministry of Corporate Affairs has now substantially revised this framework. Through the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, notified vide G.S.R. 943(E) dated 31 December 2025, Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014 has been substituted. The amendment came into force on 31 March 2026 and replaced annual KYC filing with a filing once every three consecutive financial years.
Legal Basis of DIN and Director KYC
The statutory framework governing DIN is contained in Sections 153 to 159 of the Companies Act, 2013. Section 153 deals with an application for allotment of DIN, while Section 154 empowers the Central Government to allot the identification number. Sections 155 to 157 regulate matters such as prohibition on holding more than one DIN, intimation of DIN by a director and reporting of DIN by the company. The periodic KYC obligation is specifically prescribed under Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014.
The object of the provision is to ensure that the MCA database contains verified and current particulars of every DIN holder. The amended Rule 12A is titled “Directors KYC and updation thereof” and introduces two separate compliance requirements. The first is periodic KYC once every three consecutive financial years. The second is event-based KYC whenever the director’s personal mobile number, email address or residential address changes.
Position Before 31 March 2026
Under the earlier system, every individual who held a DIN as on 31 March of a financial year was generally required to complete DIN KYC by 30 September of the immediately following financial year. Two filing mechanisms were available. Form DIR-3 KYC was used where the director was filing KYC for the first time or wanted to update specified particulars. DIR-3 KYC Web was ordinarily used where the individual had already filed KYC previously and the existing particulars remained unchanged.
Although the annual filing system kept director information regularly verified, it also resulted in repeated filings where there was no change in the director’s mobile number, email address, identity or residential particulars.
Major Change Effective from 31 March 2026
The amended Rule 12A provides that every individual holding a DIN as on 31 March of a financial year must file KYC intimation in Form DIR-3 KYC Web on or before 30 June following every third consecutive financial year. The revised framework therefore does not require every DIN holder to file KYC annually. Routine KYC is now required once during every block of three consecutive financial years, provided there is no change in the specified KYC particulars.
The amendment has also replaced the earlier references to separate Form DIR-3 KYC and DIR-3 KYC Web mechanisms with a unified Form DIR-3 KYC Web. The revised form may be used for periodic KYC compliance, updating contact or address details and reactivating a DIN deactivated because of non-filing.
Who Is Required to File DIR-3 KYC Web?
The obligation is linked to holding a DIN and not merely to holding an active directorship on the filing date. Consequently, the requirement may apply to active directors, independent directors, nominee directors, foreign nationals holding DIN, former directors who have resigned but continue to hold DIN and individuals using their DIN as a DPIN for an LLP. A person cannot generally avoid KYC compliance merely because they are no longer associated with a company.
Unless the DIN has been validly surrendered or cancelled, the individual must review the applicable KYC cycle. Even a DIN holder who is disqualified under Section 164 should separately evaluate the KYC requirement. Disqualification from appointment and deactivation for non-filing of KYC are different legal and portal statuses.
Periodic KYC and Event-Based KYC
The amended rules create two distict compliance triggers.
Periodic KYC Once in Three Years
Periodic KYC is the routine confirmation of the particulars available in MCA records. It must be completed once every three consecutive financial years by the applicable 30 June deadline.
Where the personal mobile number, email address and residential address remain unchanged, the director is not required to file KYC every year. However, the director should still verify the next due year instead of assuming that no filing will ever be required.
KYC Within 30 Days of a Change
The relaxation from annual filing does not permit DIN holders to retain outdated details for three years. Where there is a change in the personal mobile number, email address, permanent residential address or present residential address, the DIN holder must submit Form DIR-3 KYC Web within 30 days of the change, along with the prescribed fee under the Companies (Registration Offices and Fees) Rules, 2014.
This event-based filing operates independently of the periodic three-year cycle. A director must not wait until the next triennial KYC deadline to report a changed mobile number, email address or residential address. Further, filing an update during an intermediate financial year does not ordinarily restart or alter the original periodic KYC cycle. The next periodic due date continues to be calculated according to the applicable DIN allotment or transition cycle.
Revised Form DIR-3 KYC Web
The revised Form DIR-3 KYC Web acts as a common compliance mechanism for the following purposes:
- Periodic KYC compliance once every three consecutive financial years.
- Updating the personal mobile number of the DIN holder.
- Updating the personal email address.
- Updating the permanent or present residential address.
- Reactivating a DIN deactivated due to non-filing of KYC.
The unified form is intended to reduce duplication and provide a simpler digital compliance mechanism. The MCA press release specifically confirms that the same form can be used for KYC compliance, updates and DIN reactivation.
Digital Signature and Professional Certification
One of the significant procedural relaxations relates to the requirement for a Digital Signature Certificate and professional certification. The Ministry of Corporate Affairs clarified that verification through the digital signature of the DIN holder and certification through the digital signature of a professional are required only where the form is being submitted for updating the mobile number, email address or residential address.
Accordingly, where a director is merely confirming unchanged particulars for routine periodic KYC, the filing process is intended to be simpler and may be completed through portal-based verification and OTP authentication. Where specified particulars are being changed, the form must be digitally signed by the DIN holder and certified by a Chartered Accountant, Cost Accountant or Company Secretary in whole-time practice, as applicable.
The professional should verify the supporting documents carefully because incorrect certification can result in liability. The revised form specifically draws attention to Sections 448 and 449 of the Companies Act, 2013 concerning false statements, false certificates and false evidence.
Information and Documents Required
The exact information required will depend on whether the filing is a routine confirmation, an update or an application for DIN reactivation. The director should ordinarily keep the following information available:
- Director Identification Number;
- Full name as appearing in PAN or passport;
- Father’s name;
- Date of birth;
- Nationality and citizenship details;
- PAN for Indian nationals;
- Passport details for foreign nationals;
- Personal mobile number;
- Personal email address;
- Permanent residential address;
- Present residential address, where different;
- Valid address proof where an address is being changed;
- Digital Signature Certificate where required; and
- OTP access to the personal mobile number and email address.
The information entered in the form should match PAN, passport and MCA records. Differences in name, date of birth, father’s name or identification details can result in validation errors and may first require correction through the appropriate form or government database.
Procedure for Filing DIR-3 KYC Web
The DIN holder or authorised professional should first log in to the MCA portal and access the DIR-3 KYC Web service. The relevant DIN must then be entered and validated. The portal will display or retrieve the available particulars associated with the DIN. The filing purpose must be selected, such as periodic KYC, change in particulars or DIN reactivation.
Where the details remain unchanged, the director should verify the pre-filled information and complete OTP authentication through the registered personal mobile number and email address. Where any specified information has changed, the revised particulars and supporting documents must be entered or uploaded. The form must then be digitally signed and professionally certified wherever required. After submission, the applicable government fee, if any, must be paid. The acknowledgement and Service Request Number should be preserved as evidence of compliance.
Government Fee and Additional Fee
Routine periodic KYC filed within the prescribed period generally does not attract a government filing fee. Where a DIN has been deactivated due to non-filing of KYC, the existing fee framework provides for a fee of ₹5,000 for filing KYC and restoring the DIN to active status. The MCA instruction kit also clarifies that the applicable fee remains subject to changes made under the Act, rules, regulations or subsequent notifications.
An event-based filing for changing mobile number, email address or residential address must be accompanied by the fee prescribed under the Companies (Registration Offices and Fees) Rules, 2014. Since fee schedules and portal configurations may be amended, the applicable amount should be verified on the MCA portal at the time of filing.
Consequences of Non-Filing
Where the DIN holder fails to complete periodic KYC within the prescribed time, the DIN may be marked as “Deactivated due to non-filing of DIR-3 KYC.” A deactivated DIN cannot ordinarily be used for MCA filings, appointments or other corporate actions requiring a valid DIN. This may also create practical difficulties for the company, particularly where the affected individual is one of the few authorised signatories available for statutory filings.
DIN deactivation for KYC default does not automatically mean that the DIN has been permanently cancelled. It can ordinarily be reactivated by filing the prescribed DIR-3 KYC Web and paying the applicable fee. However, the director and the company may face indirect consequences if statutory forms cannot be filed on time because the authorised signatory’s DIN is inactive. Such delay may lead to additional filing fees and separate non-compliance under the Companies Act, 2013.
Difference Between DIN Deactivation and Director Disqualification
DIN deactivation due to non-filing of KYC should not be confused with disqualification under Section 164 of the Companies Act, 2013. KYC deactivation is primarily a compliance status resulting from failure to complete the prescribed identity verification. Disqualification, on the other hand, may arise because of statutory grounds such as conviction, non-payment of calls, failure of a company to file financial statements or annual returns for the prescribed period or other grounds specified under Section 164. Filing DIR-3 KYC Web can reactivate a DIN deactivated for KYC default, but it does not remove a separate disqualification under Section 164.
Practical Compliance Measures for Companies
Companies should maintain a DIN-wise compliance register recording the date of DIN allotment, date of last KYC filing, current mobile number and email address, address-update history, DIN status and the next periodic KYC due date. Directors should be asked to intimate any change in their contact or residential details immediately rather than waiting for the company’s annual compliance review.
Before filing annual returns, financial statements or event-based MCA forms, companies should verify the status of the DINs and Digital Signature Certificates of all proposed signatories. Early verification can prevent last-minute filing failures. The company should also retain copies of KYC acknowledgements, payment challans, supporting documents and professional certifications as part of its compliance records.
Conclusion
The amendment effective from 31 March 2026 introduces a major change in DIN KYC compliance by replacing the earlier annual filing requirement with a once-in-three-consecutive-financial-years system. The regular filing deadline has also shifted from 30 September to 30 June of the applicable year. Directors who had already completed their KYC before the amended provisions came into force will generally be required to complete their next periodic DIN KYC on or before 30 June 2028.
However, the new system does not remove the responsibility of directors to keep their MCA records updated. Any change in the personal mobile number, email address, permanent address or present residential address must be reported through Form DIR-3 KYC Web within 30 days. Companies should maintain a DIN-wise compliance tracker to monitor periodic deadlines and changes in directors’ particulars. For professional assistance with DIN KYC filing and other corporate compliances, contact Compliance Calendar LLP at info@ccoffcie.in or call 9988424211.
Frequently Asked Questions
Q1. Is DIN KYC still an annual compliance after 31 March 2026?
Ans. No. Routine DIN KYC has been changed from an annual requirement to a filing once every three consecutive financial years. However, changes in the specified personal details must still be reported within 30 days.
Q2. What is the new due date for periodic DIR-3 KYC?
Ans. Periodic DIR-3 KYC Web must be filed on or before 30 June of the applicable filing year following the relevant three-year cycle.
Q3. Did every director have to file DIR-3 KYC by 30 June 2026?
Ans. No. Directors who had already completed their KYC under the earlier system were brought into the new framework, and MCA clarified that their next routine filing is due by 30 June 2028.
Q4. When is the next KYC due for a director who filed KYC for FY 2025-26?
Ans. Provided there is no change in mobile number, email address or residential address, the next periodic filing will ordinarily be due between 1 April 2028 and 30 June 2028.
Q5. When will KYC become due for a DIN allotted during FY 2025-26?
Ans. Based on MCA’s illustrative guidance, the first periodic KYC for a DIN allotted during FY 2025-26 will ordinarily fall between April and June 2029.
Q6. Is filing required where the director has resigned from all companies?
Ans. Yes, where the individual continues to hold a DIN. The KYC obligation is attached to holding the DIN and not merely to being associated with an active company.
Q7. What happens if the director’s mobile number changes during the three-year period?
Ans. Form DIR-3 KYC Web must be filed within 30 days of the change. The director cannot wait until the next periodic filing date.
Q8. Does an address-update filing restart the three-year KYC cycle?
Ans. Ordinarily, no. An event-based update does not reset the periodic KYC cycle. The next routine deadline continues according to the applicable original cycle.
Q9. What is the fee for reactivating a DIN deactivated due to non-filing?
Ans. Under the existing fee framework, filing KYC for a DIN deactivated due to non-filing attracts a fee of ₹5,000, subject to any subsequent amendment or portal update.
Q10. Is professional certification required in every case?
Ans. MCA has clarified that the director’s digital signature and professional certification are required where the form is used to update the mobile number, email address or residential address. A routine confirmation of unchanged details has been procedurally simplified.
