A company grows not only in business goals but also in management. On account of resignation, appointment, rotation, or disqualification, a change in directors is a statutorily mandated process under Indian company law.

If you are organizing a change of director in company records, you must follow the correct procedure as stipulated in the Companies Act, 2013 so that you do not face penalty or non-compliance.

What is a Change of Director?

Change of director is the legal procedure of appointment of a new director or removal/replacement of an existing director in a registered company. The change is to be intimated to the Registrar of Companies (ROC) within the stipulated time frame in the prescribed forms.

It can be

• Appointment of a new director

• Resignation or removal of an incumbent director

• Retirement or reappointment

• Role change (i.e., from executive to non-executive)

Director Eligibility for Change

For the appointment to be qualified for a director change, the appointee must:

• Be a natural person

• Have a valid Director Identification Number (DIN)

• Grant clearance in Form DIR-2

• Not to be disqualified under Section 164 of the Companies Act

For removal of a director, it must be in accordance with Section 169 (removal by shareholders) or through resignation (voluntary).

Change of Director Documents Required

In order to proceed with a change of director, you will need:

• Board Resolution or Shareholders' Resolution as applicable

• DIR-2: Agreement to act as a director

• DIR-12: Primary form to intimate ROC

• Notice and proof of resignation (in the event of dismissal)

• Evidence of identity, evidence of new director's address

• Digital Signature Certificate (DSC)

India Change of Director Procedure

Below is the director change process step by step:

Hold Board Meeting

• Pass resolution to confirm appointment/removal

• Get new director's consent form (DIR-2) on signing

Provide DIR-12 to ROC

• Must be submitted within 30 days of the adjustment

• Add resolution, consent, resignation (if required)

Update MCA Records

• MCA portal shows latest directorship details

Other Updates

• Bank, GST, and other legal registrations as and when required

This process of replacing the director can be completed completely online through the MCA portal.

Change of Director Form

The prevailing forms employed are:

• DIR-2 – Consent form of the new director

• DIR-12 – Notice in official format to ROC

• MGT-7A or MGT-7 – To be submitted every year, if so required

Director Fees & Cost of Change

The total directors' change cost includes:

• MCA filing fees (depending on company's authorized capital)

• Professional consultancy fee

• Digital Signature Certificate fees (if new DSC needed)

The hike in the fees of directors in India may range from ₹1,000 to ₹5,000, excluding professional service fees.

Director Benefits of Change

Why think about director change?

• Improved Governance – Bring in new talent or leadership

• Legal Compliance – Substitution of non-participating or disqualified directors

• Business Realignment – Captures ownership or operating changes

• Succession Planning – Plan for long-term continuity

• Investor Needs – Address VC or stakeholder requirements

How AuditFiling Helps in Change of Director

Replacing a director can appear to be a procedure, but a technical filing error can land you in legal trouble. 

Here is how AuditFiling simplifies things for you:

• Advisory & Planning – We recommend if a shareholder or board resolution is needed 

• Document Preparation – We prepare DIR-2, board resolutions, and necessary forms 

• Electronic Filing – Fast, paperless filing of DIR-12 and attachments 

• DIN Management – We make DIN validation and DIN compliance easier for new 

• Directors Follow-Up Support – Assistance in filing statutory registers, bank accounts, 

• GST End-to-End Support – From consultation to ROC filing, we do it all 

With AuditFiling, you save time, stay penalty-free, and stay fully compliant — no fuss, no confusion. 

Planning a director change? Let the compliance be handled by AuditFiling, and your leadership change will be smooth and in total compliance.