Changing directors in a private company is a significant legal process governed by the Companies Act, 2013. Whether it's due to resignation, appointment, removal, or disqualification, the procedure for change of director in a private company must be strictly followed to stay compliant. This guide, powered by AMpuesto, will walk you through the exact steps to file a change in director form with the help of expert compliance professionals.

Let’s dive into the legal, procedural, and compliance essentials of this process.

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Understanding the Need for Changing a Director

A director change may arise for several reasons and each has its legal implications.

Changing a director is not just an internal decision but a matter of public record. The procedure for change of director in a private company must be clear, well-documented, and legally compliant. Here's why you might need to initiate this:

  • Resignation of an existing director due to personal or professional reasons.

  • Appointment of a new director for expansion or expertise.

  • Disqualification under legal provisions like non-compliance.

  • Death or incapacitation of a director.

  • Board restructuring as part of a strategic move.

  • Shareholder decision or investor agreement clause.

  • AMpuesto’s expert support ensures smooth documentation for all these reasons.

With the right assistance from AMpuesto, every change in director form can be submitted without hassles or delays.



Legal Framework Governing Director Changes

A company must follow the Companies Act, 2013 and other legal rules for director changes.

The procedure for change of director in a private company is governed by Section 168 (resignation) and Section 161 (appointment) of the Companies Act. Failing to comply may lead to penalties. AMpuesto ensures full legal alignment.

  • Section 168 governs resignation of directors.

  • Section 161 covers the appointment of additional directors.

  • Form DIR-12 is mandatory to report changes to the MCA.

  • Digital Signature Certificates (DSC) are required for form filing.

  • Board resolutions and consents must be documented.

  • Filing timelines, usually within 30 days, must be strictly followed.

  • With AMpuesto, all steps in the change in director form process are tracked for timely compliance.

Key Documents Required for Director Change

Accurate documentation is essential for compliance.

Every change in director form filed requires a supporting set of documents to avoid rejection or penalties. AMpuesto ensures nothing is missed.

  • Resignation letter in case of director exit.

  • Board Resolution approving appointment or resignation.

  • Consent letter from the new director (Form DIR-2).

  • Identity proof and address proof of the incoming director.

  • Director Identification Number (DIN) of the new director.

  • Digital Signature Certificate (DSC) for signing the DIR-12 form.

  • Declaration of non-disqualification under Section 164.

With AMpuesto, documentation is verified before submission to ensure a smooth process.

Step-by-Step Procedure for Change of Director in a Private Company

Follow a defined process to stay compliant.

The procedure for change of director in a private company involves legal, administrative, and documentation steps. Here’s how AMpuesto simplifies it for you:

  • A Board Meeting Notice is issued to discuss the proposed change.

  • Conduct a Board Meeting to approve the appointment or resignation.

  • Pass Board Resolution with appropriate wording.

  • Obtain Consent and Resignation Letters, if applicable.

  • File DIR-12 Form with the MCA within 30 days.

  • Update internal records, minutes, and registers.

  • AMpuesto ensures each step is legally compliant and properly documented.

Filing DIR-12: The Mandatory Change in Director Form

DIR-12 is crucial to legally update the MCA records.

The change in director form i.e., DIR-12, is used to communicate director changes to the MCA. Filing this incorrectly can result in penalties or rejection. AMpuesto helps you get it right the first time.

  • Form DIR-12 must be filed within 30 days of the event.

  • It should be signed using the DSC of an authorized person.

  • Supporting documents like resignation letter, consent letter, and resolutions must be attached.

  • If the form is rejected, penalty fees may apply for delays.

  • Director master data gets updated post-approval.

  • MCA issues a challan and SRN confirming submission.

  • AMpuesto tracks and manages every DIR-12 submission end-to-end.

Director Identification Number (DIN) Compliance

Ensure the director has a valid and active DIN.

The Director Identification Number is a prerequisite for any procedure for change of director in a private company. AMpuesto checks DIN validity before filing any change in director form.

  • A person without a DIN cannot be appointed as a director.

  • DIN is issued via Form DIR-3 on MCA.

  • PAN, Aadhaar, and address proof are needed for DIR-3.

  • DIN must be verified annually via DIR-3 KYC.

  • Inactive DINs can delay or nullify the filing process.

  • AMpuesto helps with DIN activation and compliance.

  • DIN verification is done before filing DIR-12.

Resignation vs. Removal: Understanding the Differences

The process varies based on resignation or removal.

The procedure for change of director in a private company differs depending on whether a director resigns voluntarily or is removed by the company. AMpuesto handles both with legal precision.

  • Resignation requires a letter and DIR-12 filing.

  • Removal involves a board resolution and potentially a shareholder resolution under Section 169.

  • For removal, show-cause notice and opportunity to respond must be given.

  • The removed director’s notice rights and liabilities must be handled carefully.

  • Documents like proof of meeting and resolutions are mandatory.

  • In both cases, DIR-12 is the common reporting form.

  • AMpuesto helps draft appropriate notices and resolutions.

Common Mistakes to Avoid While Filing Change in Director Form

Avoid these errors to prevent delays or penalties.

Many companies make small errors in the change in director form which leads to unnecessary hassles. AMpuesto ensures error-free submission every time.

  • Incorrect DIN or DSC attached to DIR-12.

  • Missing Board Resolutions or incorrect documentation.

  • Filing after a 30-day window, leading to penalties.

  • Resignation letter format not as per standard.

  • Forgetting to inform other stakeholders or internal updates.

  • Not maintaining director registers post-change.

  • AMpuesto’s team reviews all inputs before filing.

How AMpuesto Simplifies the Entire Process

Your compliance partner for director change.

With AMpuesto, you don’t have to worry about missing legal steps or incorrect filings. The procedure for change of director in a private company becomes effortless.

  • Expert advisory to guide the company through all legal requirements.

  • Document drafting including board resolutions and consents.

  • Filing DIR-12 with complete attachments.

  • DIN validation and KYC services included.

  • Reminders and tracking to avoid late fees or non-compliance.

  • Affordable pricing for startups and growing businesses.

  • AMpuesto takes end-to-end responsibility for your change in director form filing.

Timeline and Post-Compliance Checklist

Know what happens after form submission.

After the change in director form is filed, there are several post-compliance steps a company must take to ensure its internal and external records are up to date.

  • MCA approval typically takes 1–3 business days.

  • Update statutory registers like Register of Directors.

  • Inform banks, vendors, and stakeholders.

  • Update company letterheads and ROC records, if required.

  • Maintain minutes of the meeting for internal audits.

  • Ensure removal or addition is reflected on MCA portal.

  • AMpuesto offers a detailed compliance checklist post-filing.

Conclusion

Filing a change in director form is a critical compliance activity that demands legal accuracy, complete documentation, and timely submission. The procedure for change of director in a private company is not just a paperwork formality but a statutory obligation that can invite penalties if not handled correctly. That’s where AMpuesto becomes your most reliable partner. With expert advisory, real-time tracking, DIN verification, and flawless DIR-12 submissions, AMpuesto ensures that you stay compliant without the stress of complex regulations.

Whether it’s a resignation, appointment, or removal, AMpuesto simplifies the process with end-to-end support, making it the best choice for filing a change in director form in India. If you're planning a board reshuffle or onboarding new leadership, consult AMpuesto today to ensure your company’s compliance is in expert hands.