Company law and LLP · Directors, meetings and changes
How is a director appointed or removed, and what are DIN, director KYC and disqualification?
Short answer
Every director needs a Director Identification Number (DIN). The board can appoint an additional director, who must be confirmed at the next AGM, and the company files DIR-12 within 30 days. Shareholders can remove a director by ordinary resolution after a special notice and a hearing. Since March 2026, director KYC is filed once every three years. A director of a company that has not filed returns for three years is disqualified for five.
DIN
A DIN is allotted once and is valid for life. It is obtained in SPICe+ at incorporation, or in DIR-3 for a person joining an existing company. One person can hold only one DIN.
Appointing a director
- Get the person's consent (DIR-2) and declaration that they are not disqualified (DIR-8).
- The board appoints them as an additional director (if the articles allow), to hold office until the next AGM, or the members appoint them at a general meeting.
- File DIR-12 within 30 days.
- The additional director is regularised at the next AGM.
Every company needs at least one director resident in India (182 days or more in the year). A person can be a director in up to 20 companies (10 public companies).
Resignation and removal
- Resignation: the director gives written notice; the company files DIR-12 within 30 days. The director may also file DIR-11.
- Removal: by ordinary resolution of the members, after a special notice; the director has the right to be heard and to circulate a representation (section 169). Directors appointed by the Tribunal cannot be removed this way.
Director KYC: once every three years
From 31 March 2026, KYC is filed in DIR-3 KYC Web once every three financial years, by 30 June of the year it falls due. Directors who completed KYC under the old annual system next file between 1 April and 30 June 2028.
A change in mobile number, email or residential address must be updated within 30 days. If KYC is missed, the DIN is deactivated and costs ₹5,000 to reactivate.
Disqualification
A person cannot be a director if, among other things, they are an undischarged insolvent or have been convicted of certain offences (section 164(1)).
Under section 164(2), a person who is a director of a company that has not filed financial statements or annual returns for three continuous years, or has defaulted on deposits or debentures for a year, cannot be reappointed in that company or appointed in any other for five years.
A director's office also falls vacant if they miss all board meetings for 12 months without leave (section 167).
Legal basis
- Sections 152, 153, 161, 164, 167, 168 and 169, Companies Act, 2013
- Rule 12A, Companies (Appointment and Qualification of Directors) Rules, 2014, as substituted from 31 March 2026
Official sources
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