Whether DIR-12 is to be filed on Reappointment of a Director?
Form DIR -12 is required to be filed on appointment and resignation of the directors. A question
arises, whether it is required to be filed on reappointment of a director.
Suppose if the existing director is reappointed on expiry of his term, whether the Company is
required to file DIR – 12 again? If you look at Form DIR – 12, it does not provide an option for
marking reappointment. An extract of the Form DIR -12 is given below:-
It provides options for appointment, cessation and change in designation of director. Even if you
marked as “Appointment” in Form DIR-12 on reappointment of a director, it will display an error
while uploading the form that the director is already appointed. Many of the Companies are of the
view that it is not required to be filed on every reappointment.
Companies Act, 2013 is not specific regarding filing of DIR-12 on reappointment of a director. As per
Section 152(5) of the Companies Act, 2013 a person appointed as director shall not act as a director
unless he gives his consent to hold the office as director and such consent has been filed with the
Registrar within 30 days of his appointment in Form DIR–12. The Companies (Appointment and
Qualification of Directors) Rules, 2014 provides that every person who has been appointed to hold
the office of a director shall on or before the appointment furnish to the Company consent in writing
to act as director in Form DIR–12.
Conclusion: On reappointment of director, Form DIR-12 is not required to be filed. It is required to
be filed only on appointment/ cessation/ change in designation of directors.
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