Directors play a critical role in the management and governance of a company. Appointing a new director or accepting a resignation requires adherence to specific procedures to maintain compliance with regulatory standards.

• Governed by Sections 149 to 172 of the Companies Act, 2013.
• Requires filing of Form DIR-12 with the ROC within 30 days of the change.
• Additional compliance includes obtaining Director Identification Numbers (DIN) and conducting due diligence for new appointees.

• Obtain board approval for the appointment or resignation.
• Pass a resolution in the general meeting, if required.
• File Form DIR-12 with the ROC within 30 days.
• Update statutory registers and records.

• Step 1: Verify eligibility and ensure the appointee has a valid DIN.
• Step 2: Obtain consent in Form DIR-2 and declarations in Form MBP-1 from the director.
• Step 3: Convene a board meeting to propose the appointment.
• Step 4: File Form DIR-12 with the ROC, along with consent forms and board resolutions.

• Step 1: Obtain a resignation letter from the director.
• Step 2: Convene a board meeting to accept the resignation and pass a resolution.
• Step 3: File Form DIR-12 with the ROC within 30 days, attaching the resignation letter and board resolution.

• Failure to file the necessary forms or update statutory records can lead to penalties under Section 172 of the Companies Act.
• Persistent non-compliance may affect the company’s legal standing and invite regulatory scrutiny.

• Appointment: Consent form (DIR-2), declaration of interest (MBP-1), and board resolution.
• Resignation: Resignation letter, board resolution, and Form DIR-12.

• Ensures transparency and legal standing of the company.
• Builds confidence among stakeholders and regulators.
• Avoids penalties and maintains good corporate governance.

• Form DIR-12 Filing: Submit the form to the ROC within 30 days of the appointment or resignation.
• Update Registers: Statutory registers, such as the Register of Directors, must reflect the change promptly.

• Filing Fee for Form DIR-12: Rs. 1,500 + ROC fees based on company size.
• Additional Costs: Professional fees for drafting resolutions and filing documents.
• Estimated Total Cost: Rs. 3,000 to Rs. 5,000, depending on company requirements.