MCA Form DIR-12: Particulars of Appointment of Directors and the KMP and the Changes Among Them

MCA Form DIR-12: Particulars of Appointment of Directors and the KMP and the Changes Among Them. Sections and provisions
DIR-12 is required to be filed under Sections 7(1) (c), 168 & 170 (2) of the Companies Act, 2013 and Rule 17 Of Companies (Incorporation) Rules, Rules 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 offenses 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 and within thirty days of any change taking place.
Rule 17: 
The particulars of each person mentioned in the articles as the first director of the company and his interest in other firms or bodies 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 the Companies (Registration Offices and Fees) Rules, 2014.
Rule 15:
The company shall, within thirty days of the date of receipt of notice of resignation from a director, inform the Registrar in Form DIR-12 and post the information on its website, if any.
Rule 18:  
A return containing the particulars of the appointment of a 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.
Purpose
Form No. DIR-12 is for the appointment of directors Managing director, Alternate Director, Additional Director, Director appointed in casual vacancy, Nominee director, full-time director, Company Secretary, CFO, CEO, and the changes among them.
Every company shall file web form DIR-12 detailing particulars of the Directors and Key Managerial Personnel (‘KMP’) of the company with the Registrar, within 30 days from the date of appointment, cessation, and changes taking place in their designations.
Key Information:

The Form is available on the MCA version 3.

Please ensure that there is no other webform DIR-12 pending for payment/ processing against the CIN. If any web form DIR-12 is pending cancel the earlier SRN against the CIN.

The difference between the date of birth entered by the user and the system date shall be greater than or equal to 18 years.

DIR-12 webform is in non-STP mode.

Documents Required:
In case of appointment: -

DIR-8: -

As per section 164 of the Companies Act 2013 directors will intimate about his/her interest in other companies during the last three years.

DIR-2: -

As per section 152 of the Companies Act 2013 proposed the director will provide his/her consent to act as a director.

Letter of Appointment

Certified true copy of General Meeting

In case of Resignation: -

Resignation letter

Certified true copy of the resolution for taking the note of resignation.

Fees

S.NO.

Nominal Share Capital

Fee Applicable

Less than 1,00,000

200

1,00,000 to 4,99,999

300

5,00,000 to 24,99,999

400

25,00,000 to 99,99,999

500

1,00,00,000 or more

600

Key Considerations

You can file this e-Form 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 a 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 three changes can be filed on 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 e-Form DIR-12 on the 10th of May, then details in a separate e-Form would be required to be filed in respect of Director A."

For filing of details of two or more events (for example, appointment and cessation) relating to the same person, you are required to file separate forms. These cannot be filed through the same e-Form.

It is advised that you file the e-Form in chronological order of events. It implies that before filing this e-Form you should ensure that no Form DIR-12 is pending to be filed for the company where the date of event is earlier than the date(s) entered in this form. In case the e-Form is being filed linked to e-Form INC-2 or INC-7 then option ‘New Company’ shall be selected. In all other cases the option ‘Existing Company’ shall be selected.

In case of appointment of a director the person being appointed should not be associated with more than 20 companies as a Director and in case of a public company, the appointment of a director shall not be allowed if he is already a Director in more than 10 public companies.

If the number of directors is more than 15, an addendum is required to be filed with e-Form DIR-12. The addendum shall be allowed to be filed only for those cases where e-Form DIR-12 has been filed and corresponding Form DIR-12 Addendum is required to be filed. E-Form DIR-12 Addendum shall be allowed to be resubmitted only for those cases where the e-Form DIR-12 Addendum is pending resubmission e-Form DIR-12.

An e-form can be filed for one company secretary in the company as the company cannot have more than one person as its company secretary.

MCA Help-Kit

Sections and provisions

DIR-12 is required to be filed under Sections 7(1) (c), 168 & 170 (2) of the Companies Act, 2013 and Rule 17 Of Companies (Incorporation) Rules, Rules 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 offenses 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 and within thirty days of any change taking place.

Rule 17:

The particulars of each person mentioned in the articles as the first director of the company and his interest in other firms or bodies 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 the Companies (Registration Offices and Fees) Rules, 2014.

Rule 15:

The company shall, within thirty days of the date of receipt of notice of resignation from a director, inform the Registrar in Form DIR-12 and post the information on its website, if any.

Rule 18:

A return containing the particulars of the appointment of a 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.

Purpose

Form No. DIR-12 is for the appointment of directors Managing director, Alternate Director, Additional Director, Director appointed in casual vacancy, Nominee director, full-time director, Company Secretary, CFO, CEO, and the changes among them.

Every company shall file web form DIR-12 detailing particulars of the Directors and Key Managerial Personnel (‘KMP’) of the company with the Registrar, within 30 days from the date of appointment, cessation, and changes taking place in their designations.

Key Information:

The Form is available on the MCA version 3.
Please ensure that there is no other webform DIR-12 pending for payment/ processing against the CIN. If any web form DIR-12 is pending cancel the earlier SRN against the CIN.
The difference between the date of birth entered by the user and the system date shall be greater than or equal to 18 years.
DIR-12 webform is in non-STP mode.

Documents Required:

In case of appointment: -

DIR-8: -

As per section 164 of the Companies Act 2013 directors will intimate about his/her interest in other companies during the last three years.

DIR-2: -

As per section 152 of the Companies Act 2013 proposed the director will provide his/her consent to act as a director.

Letter of Appointment
Certified true copy of General Meeting

In case of Resignation: -

Resignation letter
Certified true copy of the resolution for taking the note of resignation.

Fees

S.NO.	Nominal Share Capital	Fee Applicable
1.	Less than 1,00,000	200
2.	1,00,000 to 4,99,999	300
3.	5,00,000 to 24,99,999	400
4.	25,00,000 to 99,99,999	500
5.	1,00,00,000 or more	600

Key Considerations

You can file this e-Form 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 a 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 three changes can be filed on 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 e-Form DIR-12 on the 10th of May, then details in a separate e-Form would be required to be filed in respect of Director A."
For filing of details of two or more events (for example, appointment and cessation) relating to the same person, you are required to file separate forms. These cannot be filed through the same e-Form.
It is advised that you file the e-Form in chronological order of events. It implies that before filing this e-Form you should ensure that no Form DIR-12 is pending to be filed for the company where the date of event is earlier than the date(s) entered in this form. In case the e-Form is being filed linked to e-Form INC-2 or INC-7 then option ‘New Company’ shall be selected. In all other cases the option ‘Existing Company’ shall be selected.
In case of appointment of a director the person being appointed should not be associated with more than 20 companies as a Director and in case of a public company, the appointment of a director shall not be allowed if he is already a Director in more than 10 public companies.
If the number of directors is more than 15, an addendum is required to be filed with e-Form DIR-12. The addendum shall be allowed to be filed only for those cases where e-Form DIR-12 has been filed and corresponding Form DIR-12 Addendum is required to be filed. E-Form DIR-12 Addendum shall be allowed to be resubmitted only for those cases where the e-Form DIR-12 Addendum is pending resubmission e-Form DIR-12.
An e-form can be filed for one company secretary in the company as the company cannot have more than one person as its company secretary.