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✓ Updated for FY 2026-27event

DIR-12 — Director Changes Fee & Penalty Calculator (2026-27)

Calculate exact normal filing fees and late penalties for DIR-12 (Director Changes) based on authorized capital and delay.

📅 Due: Within 30 days of the change
⚖️ Penalty: 2x to 12x normal fee
📋 Under: Section 168 & 170, Companies Act 2013

Enter 0 if filing on time

📌Key Facts

  • Filed ByPrivate Limited, Public Limited, OPC
  • Due DateWithin 30 days of the change
  • Section ReferenceSection 168 & 170, Companies Act 2013
  • Concessional Fee Applies?Yes (OPC / Small Company)

📊Fee Schedule

Capital SlabNormal FeeOPC/Small
Up to 1 Lakh₹200₹50
1L to 5L₹300₹100
5L to 25L₹400₹150
25L to 1Cr₹500₹200
Above 1Cr₹600₹200

What is DIR-12?

Form DIR-12 is the official mechanism used by a company to communicate any changes in its leadership structure to the Registrar of Companies. Whether appointing a new director, accepting a resignation, or changing the designation of a Key Managerial Personnel (KMP), DIR-12 updates the public master data of the company to reflect its current management.

Who Must File DIR-12?

Every company—regardless of type—must file DIR-12 whenever an individual joins the board, leaves the board, or changes their role within the board.

DIR-12 Due Date & Timeline

The form is strictly time-bound and must be filed within 30 days of the effective date of the appointment or resignation. A board resolution date is typically considered the anchor date for this 30-day countdown.

Consequences of Late Filing DIR-12

Delaying the filing of DIR-12 causes the company's master data to become outdated, creating compliance friction with banks and stakeholders. Financially, it attracts a multiplier penalty up to 12 times the base fee if delayed beyond 180 days.

Fee Calculation Example

Scenario: A Private Company with ₹25 Lakhs capital appoints a new director but files DIR-12 20 days late.

  • Normal Filing Fee: ₹400
  • Late Penalty (16 to 30 days delay = 2x fee): ₹800
  • Total Liability: ₹400 + ₹800 = ₹1,200

Frequently Asked Questions

When is DIR-12 required to be filed?

DIR-12 must be filed whenever there is an appointment, resignation, or change in designation of a Director or Key Managerial Personnel (KMP).

What is the due date for DIR-12?

It must be filed within 30 days from the date of the event (appointment or resignation).

Who files DIR-12 when a director resigns?

The company is responsible for filing DIR-12 to formally notify the ROC of the resignation. (The resigning director may optionally file DIR-11 to protect themselves).

Is the DIR-12 penalty per day or multiplier?

DIR-12 uses the multiplier-based penalty system. Delays result in penalties ranging from 2x to 12x the base filing fee depending on the number of days delayed.

Do I need a DIR-12 for changing a director to a Managing Director?

Yes, a change in designation triggers the requirement to file DIR-12 within 30 days.

Often filed together with:

DIR-3 KYC— Director KYC

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