Quick answer
How do you complete a change of directors in a company?
A change of directors is completed in two parts. Inside the company, the board passes a resolution, records the new director's written consent or the outgoing director's resignation, and updates its registers. Outside, the company files form DIR-12 with the ROC on the MCA portal so the public record shows the change.
- New directors need a DIN and a DSC
- Written consent to act as director is required
- Board resolution records the decision
- Company reports the change on DIR-12
- Bank, GST and other records need updating too
What does a change of directors involve?
A change of directors covers any addition to or exit from the board: appointing a new director, accepting a resignation, removing a director, or changing a director's designation, for example from additional director to regular director. Each one changes who can sign for the company, so lenders, banks and tax portals all care about it.
In small Delhi companies the most common triggers are:
- A co-founder leaves and a family member or new partner joins the board.
- An investor asks for a board seat as a condition of funding.
- An NRI promoter wants a resident director to handle day-to-day signing.
- A director moves on to a job that does not allow outside directorships.
For a company still at the planning stage, our guide to private limited company registration covers who can be a first director.
What is needed for the appointment of a director?
For the appointment of a director, the person needs a Director Identification Number (DIN), a valid digital signature certificate, and must give written consent to act. The board then passes a resolution appointing them, and the company files DIR-12 with the ROC along with the supporting papers.
| Document | Who provides it | Purpose |
|---|---|---|
| PAN and Aadhaar (passport for foreign nationals) | Incoming director | Identity, and DIN if the person has none yet |
| Address proof and photograph | Incoming director | DIN application and records |
| Digital signature certificate | Incoming director | Signing the consent and later company forms |
| Written consent to act as director | Incoming director | Confirms willingness to serve |
| Declaration that the person is not disqualified | Incoming director | Confirms eligibility to act |
| Disclosure of other directorships and interests | Incoming director | Conflict and interest records |
| Certified copy of board resolution | Company | Records the appointment |
Checklist prepared by CA in Delhi, October 2026. The articles of association may add requirements; we read them before filing.
Need help with change of directors? Talk to a chartered accountant in Delhi today. First call is free.
How does the appointment of a director work: step by step
The order matters: a director cannot be shown on MCA records until they hold a DIN, and the ROC form cannot be signed without a DSC.
- 1
Check the articles
We read the articles of association for limits on board size and who may appoint directors.
- 2
DSC and DIN
The incoming director gets a DSC; if they have no DIN, one is applied for first.
- 3
Consent and declarations
The person signs written consent and the eligibility and interest disclosures.
- 4
Board meeting
The board passes a resolution appointing the director, usually as an additional director to start with.
- 5
DIR-12 filing
The company files DIR-12 on the MCA portal with the resolution and consent attached.
- 6
Shareholder approval where needed
If the articles or the type of appointment require it, shareholders confirm the appointment at a general meeting.
How does the resignation of a director work?
The resignation of a director starts with a written resignation letter to the company. The board takes note of it at a meeting, the company records the date it takes effect, and the company files DIR-12 with the ROC. The outgoing director can also report the resignation to the ROC directly.
Three points help a resignation go through cleanly:
- Keep enough directors. A private limited company cannot drop below its legal minimum board. If a two-director company loses one, appoint the replacement first or at the same meeting.
- Agree the effective date. The letter should state when it takes effect, so bank mandates and signatories can change on the same day.
- Hand over signing powers. Remove the outgoing director from bank mandates, GST and income tax logins and any portal where they were the authorised signatory.
A former director still holds a DIN after resigning, and the KYC duty continues. Our page on DIR-3 KYC explains the new three-year cycle.
What is form DIR-12 and what is attached to it?
Form DIR-12 is the MCA form a company files to report the appointment, resignation, removal or change in designation of a director or key managerial person. It carries the resolution and supporting documents, and is digitally signed by an existing director and certified by a practising professional where the form requires it.
| Event | Typical attachments |
|---|---|
| Appointment | Board resolution, written consent, disclosure of interests, eligibility declaration |
| Resignation | Resignation letter, proof of delivery to the company, board noting |
| Removal by shareholders | Shareholders' resolution and meeting papers |
| Change in designation | Board or shareholders' resolution confirming the new designation |
Prepared by CA in Delhi from MCA form practice, October 2026. Attachments are checked against the current form version at filing.
What should you update after a change of directors?
After a change of directors, update every place where the director acts for the company: bank mandates and cheque signatories, the GST registration's authorised signatory and promoter details, income tax and TDS portal logins, statutory registers and the company letterhead. The MCA record alone does not update these.
Common mistakes we fix in Delhi companies:
- A resigned director remains the GST authorised signatory, so notices go to someone who has left.
- The new director's DSC is never registered on the MCA portal, which delays the next annual filing.
- The board resolution exists, but the register of directors was never written up.
- The board falls below its minimum size between a resignation and the next appointment.
Annual forms filed later in the year will show the updated board, so get the change on record first through our ROC compliance work.
Who handles a change of directors at CA in Delhi?
We handle director changes for companies across Delhi from our office at Netaji Subhash Place. The listed firms in our directory cover different parts of this work.
- Moneymji includes ROC compliance in its services and suits small companies making a one-off board change.
- Khubchandani & Co. Chartered Accountants assists companies it helped set up with their ongoing corporate compliance.
- Greenwolf Advisors works on entity governance and suits groups adding investor or foreign directors.
See the full comparison on our page of chartered accountant firms in Delhi. Companies based in and around Model Town can also read about a CA in Model Town. Each job gets a fixed written quote once we have read the articles and the current MCA record.
Frequently asked questions
What is the process for appointment of director in a private limited company?
The person gets a DSC and a DIN if they lack one, signs written consent and eligibility declarations, and the board passes a resolution appointing them. The company then files DIR-12 with the ROC. Depending on the articles and the type of appointment, shareholders may need to confirm it at a general meeting.
How does a director resign from a private limited company?
The director sends a written resignation letter to the company stating the effective date. The board takes note of it and the company files DIR-12 with the ROC. Before the resignation takes effect, make sure the company still has its minimum number of directors and that bank and portal signatories are changed.
Is a DIN required to become a director?
Yes. Every director of an Indian company must hold a Director Identification Number. A DIN is allotted once and stays with the person for life. First directors usually get theirs through SPICe+ at incorporation; a person joining a board later applies for one before the appointment is filed.
Can a foreign national or NRI be appointed as a director?
Yes, a foreign national or NRI can be appointed, using a passport for identity and an overseas address proof. Documents signed abroad may need attestation. The person needs a DSC and a DIN like any other director. We handle the filing online, so the director does not need to travel to Delhi.
What is form DIR-12?
DIR-12 is the MCA form a company uses to report the appointment, resignation, removal or change in designation of directors and key managerial personnel. The resolution and supporting documents are attached, and the form is signed with a director's DSC. It updates the public record of who is on the board.
Can a company have only one director after a resignation?
A private limited company must keep at least its legal minimum number of directors, and a one-director board is not allowed for it. An OPC is different because it is designed for a single person. If a resignation would leave a private company short, appoint the new director before or at the same time.
Does a change of directors need to be updated in GST?
Yes. GST registration lists the promoters, directors and authorised signatory. When a director joins or leaves, the registration should be amended on the GST portal so that notices and OTPs reach the right person. Bank mandates, income tax logins and TDS portal access should be changed at the same time.
What is the difference between an additional director and a regular director?
An additional director is appointed by the board between general meetings, where the articles allow it. A regular director is one whose appointment is approved by shareholders. Many small companies appoint a new person as an additional director first, then regularise the appointment at the next general meeting.
Do I need to visit the ROC office for a change of directors?
No. DIR-12 and the supporting documents are filed online on the MCA portal and signed with DSCs. Board meetings can be held at your office or ours. Directors can sign consent and declarations from wherever they are, including abroad, and share scanned copies with us.