Companies Act · source-checked form guide
DIR-12: company report of appointment, cessation or role change
The company reports actual director/KMP appointments, cessations and designation changes through the correct event branch. The form does not create the appointment authority, override disqualification or replace actual consent and eligibility checks.
Which version and who acts?
G.S.R. 38(E), prescribed format effective 23 January 2023, read with the current controlling Act/rule. Fictional October 2026 example; no actual application, signature or approval.
Company through its genuine eligible authorised signatory, with the current separate director-consent declaration where applicable and actual practising-professional verification.
G.S.R. 38(E), physical p41 commencement and Rule14 changes; DIR-12 pp68–73: company, director/KMP event tables, other interests, INC-28 reference branch, attachments, integrated director consent and company/professional execution.
Completed field illustration
Fictional example — not for filing. The fictional Aurelia company appoints Mira Example as an additional, professional, non-executive director on 1 October 2026 under an assumed valid articles/section161(1) Board power. Existing two directors become three. Her DIN was genuinely assumed allotted before appointment; her actual consent and eligibility evidence are assumed received beforehand. The company drafts DIR-12 on 21 October.
| Prescribed field / block | Completed fictional entry |
|---|---|
| 1 Company | SYNTHETIC-CIN-01; deliberately not a valid CIN; Aurelia Demonstration Private Limited (fictional); fictional Delhi office; company@example.invalid. |
| 2–3 Director event | 1 reported person; Appointment; Mira Example; SYNTHETIC-DIN marker; born 15/05/1985; Indian; non-executive Additional Director, professional category; effective 01/10/2026. |
| 3 Identity / interests | Father Arun Senior Example; fictional Delhi residence; mira@example.invalid; zero other-entity interests assumed, after a real records inquiry rather than blank-by-default. |
| 3 Alternative branches | No cessation, alternate/nominee appointment or liquidation/IRP branch selected; no unrelated authority or prior director reference fabricated. |
| 4–5 KMP events | 0 separate manager/secretary/CEO/CFO events; this director-only example does not populate dummy KMP records. |
| 6 INC-28 / attachment | Not an order-based appointment; no INC-28 SRN. Genuine 01/10/2026 Board resolution and applicable original consent/eligibility evidence are required. |
| Director consent | The 2023 form contains a separate integrated consent/declaration and director DSC block; no click, signature or declaration execution simulated. |
| Company / professional execution | Not signed. No DSC, certification, SRN, filing or approval has occurred. Actual Board-authorised company verifier and required practising-professional certificate are distinct from the appointee’s consent. |
The named fields illustrate this scenario. The official reference contains the additional applicable fields, schedules, attachments and declarations. Synthetic identifiers are not valid input for a live filing. No signature, certification, authority action or successful filing is represented.
Check the dates, amounts and legal branch
- Two serving directors plus one appointee gives three. The DIR-12 person count is one reported event, not three total serving directors.
- For this section170(2)/Rule18 appointment example, the 30-day point is 31 October 2026; the 21 October draft is 20 days after appointment. The actual filing is still required.
- An additional director’s statutory tenure under section161(1) is a separate issue: up to the next AGM or its last permissible date, whichever is earlier. DIR-12 is not a permanent appointment or a substitute for the later valid member action.
- The current form integrates consent. Preserve genuine section152(5)/Rule8 consent evidence and use the actual portal declarations; do not tell users to manufacture a separate uploaded DIR-2 as the sole current field requirement.
Prepare, submit and retain the evidence
- Confirm genuine appointing authority, articles, DIN, eligibility, consent, directorship limits and the exact office/event before its effective date.
- Complete the current event table and other-interest/KMP branches, genuine resolution or cessation evidence and the actual integrated consent/signature requirements.
- Submit within the controlling event period, retain the real acknowledgement, update the section170 register and track an additional director’s separate AGM/tenure and later appointment requirements.
Download the right reference and sample
Official prescribed referenceFilled sample: fictional field illustrationThe reference preserves the complete official source document. Use the physical PDF page locators above to find this form; adjacent forms and amendment provisions may share a page. The sample is a static educational model, not an MCA utility, statutory approval or executed filing.
Related guide: Secretarial filing workflow
Primary authorities and exact locators
- G.S.R. 38(E), physical p41 commencement and Rule14 changes; DIR-12 pp68–73: company, director/KMP event tables, other interests, INC-28 reference branch, attachments, integrated director consent and company/professional execution.
- Companies Act, 2013: the sections expressly identified in the form and explanatory workflow; source copy, read with the specific later rules linked here.
- Current section168(1) optional director route;168(2) later receipt/specified effectiveness and continuing past-tenure liability.
- Current Rule16: optional DIR-11 within30 days; actual restricted foreign-director authorisation branch.
Questions readers ask
What does this PDF complete?
It illustrates the named prescribed fields with fictional facts. The real statutory document must include every applicable field and annexure, supported by actual records and authorised verification.
Does downloading the sample create a filing or approval?
No. Follow the specific preparation and submission steps above. The actual portal acknowledgement, authority decision or signed professional report is separate evidence.