eForm DIR-12 – Particulars of appointment of Directors and the key managerial personnel and the changes among them
Part I – Law(s) Governing the eForm DIR-12
Section and Rule Number(s)
eForm DIR-12 is required to be filed pursuant to Sections 7(1) (c), 168 & 170 (2) of the Companies Act, 2013and Rule 17 Of Companies (Incorporation) Rules , Rule 8, 15 & 18 of Companies (Appointment and Qualification of Directors) Rules, 2014 which are reproduced for your reference.
Section 168:
(1) A director may resign from his office by giving a notice in writing to the company and the
Board shall on receipt of such notice take note of the same and the company shall intimate the Registrar in such manner, within such time and in such form as may be prescribed and shall also place the fact of such resignation in the report of directors laid in the immediately following general meeting by the company:
Provided that a director shall also forward a copy of his resignation along with detailed reasons for the resignation to the Registrar within thirty days of resignation in such manner as may be prescribed.
(2) The resignation of a director shall take effect from the date on which the notice is received by the company or the date, if any, specified by the director in the notice, whichever is later:
Provided that the director who has resigned shall be liable even after his resignation for the offences which occurred during his tenure.
Section 170(2):
(2) A return containing such particulars and documents as may be prescribed, of the directors and the key managerial personnel shall be filed with the Registrar within thirty days from the appointment of every director and key managerial personnel, as the case may be, and within thirty days of any change taking place.
Rule 17:
The particulars of each person mentioned in the articles as first director of the company and his interest in other firms or bodies corporate along with his consent to act as director of the company shall be filed in Form No.DIR-12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014.
Rule 8:
Every person who has been appointed to hold the office of a director shall on or before the appointment furnish to the company a consent in writing to act as such in Form No. DIR-2:
Provided that the company shall, within thirty days of the appointment of a director, file such consent with the Registrar in Form No. DIR-12 along with the fee as provided in in the Companies (Registration Offices and Fees) Rules, 2014.
Rule 15:
The company shall within thirty days from the date of receipt of notice of resignation from a
director, intimate the Registrar in Form DIR-12 and post the information on its website, if any.
Rule 18:
A return containing the particulars of appointment of director or key managerial personnel and changes therein, shall be filed with the Registrar in Form DIR-12 along with such fee as may be provided in the Companies (Registration Offices and Fees) Rules, 2014 within thirty days of such appointment or change, as the case may be.
Purpose of the eForm
Existing company is required to file an eForm DIR-12 for particulars of its directors and key managerial personnel of the company with the Registrar, within 30 days from the date of appointment/ resignation and of any change taking place in their designations.
Part II – Instructions to fill the eForm
Specific Instructions to fill the eForm DIR-12 at Field Level
Instructions to fill the eForm are tabulated below at field level. Only important fields that require detailed instructions to be filled in eForm are explained. Self-explanatory fields are not discussed.
| S. No/ Section Name | Field Name | Instructions | |
| You can file this eForm with different event dates (date of appointment, date of change in designation and date of cessation) only if these dates are within 30 days of the filing date. If any of the date(s) are beyond 30 days, then separate form is to be filed for every such event date. For example:
“Director A is appointed on 1st April, Director B is appointed on 18th April, and Director C ceases to be associated with the company w.e.f. 18th April. In such a case details of all the three changes can be filed through the same Form DIR-12 only if the Form is filed on or before 1st May, as all the events fall within 30 days. However, if the company files the eForm DIR-12 on 10th of May, then details in a separate eForm would be required to be filed in respect of Director A.”
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| 1 |
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This form is for | Existing company |
| 2
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(a)
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Corporate identity number (CIN) of company | Enter a valid CIN. |
| You may find CIN by entering existing registration number or name of the company in the ‘Find CIN’ service available under the menu MCA services available on the MCA website. | |||
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|
Pre-fill button |
Click the Pre-fill button. System will automatically display the name, address of the registered office and the email ID of the company.
In case there is any change in the email ID, enter the new valid email ID. |
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| 4 | Number of Managing director or director(s) for which the form is being filed | Enter the total number of Managing Director, directors(s) for which this eForm needs to be filed details of fifteen director(s), Managing Directors can be filed through this eForm. If the total number is more than fifteen, then file another eForm DIR-12 for the remaining person(s).
The minimum number of directors in case of OPC is 1, private company is 2 and 3 in case of public company. |
|
| 5 | Details of the Managing
Director or director of the company |
Enter the particulars of the Managing Director or director.
Enter an approved DIN. For appointment or change in designation, status of DIN should be approved. In case of cessation, status of DIN can either be approved or disabled.
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| 6 | Number of manager(s), secretary(s), Chief financial Officer or Chief Executive Officer for which the form is being filed | Enter the total number of manager(s), secretary(s) for which this eForm needs to be filed and details of only four persons can be filed through this eForm. If the total number is more than four, then file another eForm DIR12 for the remaining. | |
| 7
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Details of manager(s), secretary(s), Chief financial Officer or Chief Executive Officer of the company
|
Enter the particulars of the manager, secretary, chief financial officer or chief executive officer of the company
Enter the Director Identification Number (DIN), if allotted or valid Income-tax PAN. It is mandatory to enter PAN if user is not mentioning DIN. The name and father’s name shall be verified by PAN entered by the user. System shall prefill the details of appointee like PAN, first name, middle name, last name, father’s name and present residential address in case DIN is entered. In case of PAN, enter the details of the appointee. Select whether the person is being appointed or is ceasing to be associated with the company. Enter the You are advised to enter the full name instead of using abbreviation in the name fields. Enter the present residential address and date of birth. If the person is residing outside India, select NA in the state field from the drop down list and enter the Country code from the list of ISO Country code provided below. Select the designation of the person from the drop down menu. In case of appointment, enter the date of appointment and in case of cessation, enter the date of cessation Enter the email ID of the person (manager, chief executive officer, chief financial officer or secretary) for Age of the person cannot be less than eighteen years. |
| Declaration | I,………………….. , a person named in articles………….. the has been suppressed | Enter the person’s full name giving declaration.
Select the second check box and enter the serial number and date of board resolution authorizing the signatory to sign, give declaration and submit the eForm. |
|
| To be digitally signed by |
Designation | Select one of the option from the drop-down values – Director / Manager / Company Secretary / CEO / CFO who is digitally signing the eForm. | |
| DSC | The eForm should be digitally signed by a director or manager or secretary or CEO or CFO of the company duly authorized by the board of directors. In such case, the person signing the eForm should be different from the person in whose respect the form is being filed.
However, if the eForm is being filed in respect of all the existing directors, then it can be signed by any one of them duly authorized by the board of directors. |
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| Director identification number of the director; or DIN or PAN of the
manager/CEO/CFO; or Membership number of the Company Secretary |
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| Attachments | Declaration of the appointee director, managing director, in Form No. DIR-2 is mandatory to attach in case of appointment of a Director / Manager / Company Secretary / CEO / CFO.
Any other information can be provided as an optional attachment(s). |
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Common Instructions to fill eForm
| Buttons | Particulars |
| Pre-Fill
|
The Pre-fill button can appear more than once in an eForm. The button appears next to a field that can be automatically filled using the MCA database.
Click this button to populate the field. Note: You are required to be connected to the Internet to use the Pre-fill functionality. |
| Attach
|
Click this document to browse and select a document that needs to be attached to the eForm. All the attachments should be scanned in pdf format. You have to click the attach button corresponding to the document you are making an attachment.
In case you wish to attach any other document, please click the optional attach button. |
| Remove Attachment
|
You can view the attachments added to the eForm in the List of attachment field.
To remove any attachment from the eForm, select the attachment in the List of attachment field and click the Remove attachment button. |
| Check Form
|
1. Click the Check Form button after, filling the eForm. System performs form level validation like checking if all mandatory fields are filled. System displays the errors and provides you an opportunity to correct errors. 2. Correct the highlighted errors.
3. Click the Check Form button again and. system will perform form level validation once again. On successful validations, a message is displayed “Form level pre scrutiny is successful”. Note: The Check Form functionality does not require Internet connectivity. |
| Modify
|
The Modify button is enabled, after you have checked the eForm using the Check Form button.
To make changes to the filled and checked form: 1. Click the Modify button. 2. Make the changes to the filled eForm. 3. Click the Check Form button to check the eForm again. |
| Pre scrutiny
|
1. After checking the eForm, click the Prescrutiny button. System performs some checks and displays errors, if any.
2. Correct the errors. 3. Click the Prescrutiny button again. If there are no errors, a message is displayed “No errors found.” The Prescrutiny functionality requires Internet Connectivity. |
| Submit | This button is disabled at present. |
| Country code | Enter the country code. Refer Annexure A –List of ISO Country Codes. |
Part III – Important Points for Successful Submission
Fee Rules
| S. No | Purpose of the form | Normal Fee |
Additional Fee (Delay Fee) | Logic for Additional Fees | |
| Event Date | Time
limit(days) for filing |
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| 1. | Appointment/ Cessation/ Change in designation of
directors and the key managerial personnel |
The Companies | Date of appointment/ Cessation/change in designation | 30 days for other than
IFSC company / 60 days for IFSC company |
|
| (Registration Offices | |||||
| and Fees) Rules, 2014 | |||||
Fees payable is subject to changes in pursuance of the Act or any rule or regulation made or notification issued thereunder.
Processing Type
The eForm will be auto approved in case it is filed by the existing company (STP) except the case where form is filed for cessation of director u/s 167 or 169.
SRN Generation
On successful submission of the eForm DIR-12, SRN will be generated and shown to the user
which will be used for future correspondence with MCA.
Challan Generation
On successful submission of the eForm DIR-12, challan will be generated depicting the details of the fees paid by the user to the Ministry. It is the acknowledgement to the user that the eForm has been filed.
When an eForm is completely processed by the authority concerned, an acknowledgement of the same with related documents, if any, is sent to the user in the form of an email to the email id of the company.
Annexure A
List of ISO Country Codes
| Country Name | Country Code |
Country Name | Country Code |
| AFGHANISTAN | AF | LIBERIA | LR |
| ÅLAND ISLANDS | AX | LIBYAN ARAB JAMAHIRIYA | LY |
| ALBANIA | AL | LIECHTENSTEIN | LI |
| ALGERIA | DZ | LITHUANIA | LT |
| AMERICAN SAMOA | AS | LUXEMBOURG | LU |
| ANDORRA | AD | MACAO | MO |
| ANGOLA | AO | MACEDONIA, THE FORMER YUGOSLAV REPUBLIC OF | MK |
| ANGUILLA | AI | MADAGASCAR | MG |
| ANTARCTICA | AQ | MALAWI | MW |
| ANTIGUA AND BARBUDA | AG | MALAYSIA | MY |
| ARGENTINA | AR | MALDIVES | MV |
| ARMENIA | AM | MALI | ML |
| ARUBA | AW | MALTA | MT |
| AUSTRALIA | AU | MARSHALL ISLANDS | MH |
| AUSTRIA | AT | MARTINIQUE | MQ |
| AZERBAIJAN | AZ | MAURITANIA | MR |
| BAHAMAS | BS | MAURITIUS | MU |
| BAHRAIN | BH | MAYOTTE | YT |
| BANGLADESH | BD | MEXICO | MX |
| BARBADOS | BB | MICRONESIA, FEDERATED
STATES OF |
FM |
| BELARUS | BY | MOLDOVA, REPUBLIC OF | MD |
| BELGIUM | BE | MONACO | MC |
| BELIZE | BZ | MONGOLIA | MN |
| BENIN | BJ | MONTENEGRO | ME |
| BERMUDA | BM | MONTSERRAT | MS |
| BHUTAN | BT | MOROCCO | MA |
| BOLIVIA | BO | MOZAMBIQUE | MZ |
| BOSNIA AND
HERZEGOVINA |
BA | MYANMAR | MM |
| BOTSWANA | BW | NAMIBIA | NA |
| BOUVET ISLAND | BV | NAURU | NR |
| BRAZIL | BR | NEPAL | NP |
| BRITISH INDIAN OCEAN TERRITORY | IO | NETHERLANDS | NL |
| BRUNEI DARUSSALAM | BN | NETHERLANDS ANTILLES | AN |
| BULGARIA | BG | NEW CALEDONIA | NC |
| BURKINA FASO | BF | NEW ZEALAND | NZ |
| BURUNDI | BI | NICARAGUA | NI |
| CAMBODIA | KH | NIGER | NE |
| CAMEROON | CM | NIGERIA | NG |
| CANADA | CA | NIUE | NU |
| CAPE VERDE | CV | NORFOLK ISLAND | NF |
| CAYMAN ISLANDS | KY | NORTHERN MARIANA
ISLANDS |
MP |
| CENTRAL AFRICAN
REPUBLIC |
CF | NORWAY | NO |
| CHAD | TD | OMAN | OM |
| CHILE | CL | PAKISTAN | PK |
| CHINA | CN | PALAU | PW |
| CHRISTMAS ISLAND | CX | PALESTINIAN
TERRITORY, OCCUPIED |
PS |
| COCOS (KEELING)
ISLANDS |
CC | PANAMA | PA |
| COLOMBIA | CO | PAPUA NEW GUINEA | PG |
| COMOROS | KM | PARAGUAY | PY |
| CONGO | CG | PERU | PE |
| CONGO, THE
DEMOCRATIC |
CD | PHILIPPINES | PH |
| COOK ISLANDS | CK | PITCAIRN | PN |
| COSTA RICA | CR | POLAND | PL |
| COTE D’IVOIRE | CI | PORTUGAL | PT |
| CROATIA | HR | PUERTO RICO | PR |
| CUBA | CU | QATAR | QA |
| CYPRUS | CY | REUNION | RE |
| CZECH REPUBLIC | CZ | ROMANIA | RO |
| DENMARK | DK | RUSSIAN FEDERATION | RU |
| DJIBOUTI | DJ | RWANDA | RW |
| DOMINICA | DM | SAINT BARTHELEMY | BL |
| DOMINICAN REPUBLIC | DO | SAINT HELENA | SH |
| ECUADOR | EC | SAINT KITTS AND NEVIS | KN |
| EGYPT | EG | SAINT LUCIA | LC |
| EL SALVADOR | SV | SAINT MARTIN | MF |
| EQUATORIAL GUINEA | GQ | SAINT PIERRE AND
MIQUELON |
PM |
| ERITREA | ER | SAINT VINCENT AND THE GRENADINES | VC |
| ESTONIA | EE | SAMOA | WS |
| ETHIOPIA | ET | SAN MARINO | SM |
| FALKLAND ISLANDS
(MALVINAS) |
FK | SAO TOME AND PRINCIPE | ST |
| FAROE ISLANDS | FO | SAUDI ARABIA | SA |
| FIJI | FJ | SENEGAL | SN |
| FINLAND | FI | SERBIA | RS |
| FRANCE | FR | SEYCHELLES | SC |
| FRENCH GUIANA | GF | SIERRA LEONE | SL |
| FRENCH POLYNESIA | PF | SINGAPORE | SG |
| FRENCH SOUTHERN
TERRITORIES |
TF | SLOVAKIA | SK |
| GABON | GA | SLOVENIA | SI |
| GAMBIA | GM | SOLOMON ISLANDS | SB |
| GEORGIA | GE | SOMALIA | SO |
| GERMANY | DE | SOUTH AFRICA | ZA |
| GHANA | GH | SOUTH GEORGIA AND THE SOUTH SANDWICH ISLANDS | GS |
| GIBRALTAR | GI | SPAIN | ES |
| GREECE | GR | SRI LANKA | LK |
| GREENLAND | GL | SUDAN | SD |
| GRENADA | GD | SURINAME | SR |
| GUADELOUPE | GP | SVALBARD AND JAN MAYEN | SJ |
| GUAM | GU | SWAZILAND | SZ |
| GUATEMALA | GT | SWEDEN | SE |
| GUERNSEY | GG | SWITZERLAND | CH |
| GUINEA | GN | SYRIAN ARAB REPUBLIC | SY |
| GUINEA-BISSAU | GW | TAIWAN, PROVINCE OF CHINA | TW |
| GUYANA | GY | TAJIKISTAN | TJ |
| HAITI | HT | TANZANIA, UNITED
REPUBLIC OF |
TZ |
| HEARD ISLAND AND
MCDONALD |
HM | THAILAND | TH |
| HOLY SEE (VATICAN CITY STATE) | VA | TIMOR-LESTE | TL |
| HONDURAS | HN | TOGO | TG |
| HONG KONG | HK | TOKELAU | TK |
| HUNGARY | HU | TONGA | TO |
| ICELAND | IS | TRINIDAD AND TOBAGO | TT |
| INDIA | IN | TUNISIA | TN |
| INDONESIA | ID | TURKEY | TR |
| IRAN, ISLAMIC REPUBLIC OF | IR | TURKMENISTAN | TM |
| IRAQ | IQ | TURKS AND CAICOS ISLANDS | TC |
| IRELAND | IE | TUVALU | TV |
| ISLE OF MAN | IM | UGANDA | UG |
| ISRAEL | IL | UKRAINE | UA |
| ITALY | IT | UNITED ARAB EMIRATES | AE |
| JAMAICA | JM | UNITED KINGDOM | GB |
| JAPAN | JP | UNITED STATES | US |
| JERSEY | JE | UNITED STATES MINOR
OUTLYING ISLANDS |
UM |
| JORDAN | JO | URUGUAY | UY |
| KAZAKHSTAN | KZ | UZBEKISTAN | UZ |
| KENYA | KE | VANUATU | VU |
| KIRIBATI | KI | VENEZUELA, BOLIVARIAN
REPUBLIC OF |
VE |
| KOREA, DEMOCRATIC
PEOPLE’S REPUBLIC OF |
KP | VIET NAM | VN |
| KOREA, REPUBLIC OF | KR | VIRGIN ISLANDS, BRITISH | VG |
| KUWAIT | KW | VIRGIN ISLANDS, U.S. | VI |
| KYRGYZSTAN | KG | WALLIS AND FUTUNA | WF |
| LAO PEOPLE’S
DEMOCRATIC |
LA | WESTERN SAHARA | EH |
| LATVIA | LV | YEMEN | YE |
| LEBANON | LB | ZAMBIA | ZM |
| LESOTHO | LS | ZIMBABWE | ZW |
Annexure B
i. Fee for filing e-Forms or documents in case of company have share capital
| Nominal Share Capital | Fee applicable |
| Less than 1,00,000 | Rupees 200 |
| 1,00,000 to 4,99,999 | Rupees 300 |
| 5,00,000 to 24,99,999 | Rupees 400 |
| 25,00,000 to 99,99,999 | Rupees 500 |
| 1,00,00,000 or more | Rupees 600 |
ii. Fee for filing e-Forms or documents in case of company not have share capital
| Fee applicable
Rupees 200 |
Additional fee rules
| Period of delays | All forms |
| Up to 30 days | 2 times of normal fees |
| More than 30 days and up to 60 days | 4 times of normal fees |
| More than 60 days and up to 90 days | 6 times of normal fees |
| More than 90 days and up to 180 days | 10 times of normal fees |
| More than 180 days | 12 times of normal fees |
In case of an IFSC company, the additional fee shall be applicable only after the expiry of 60 days of the event date.
However, in case of form filing after 60days, the logic for delay days’ calculation for computing the additional fee shall remain same as in case of other than IFSC company i.e. due date shall be considered as (Event Date + 30) even for an IFSC company.
