Resigned Director can File DIR-12 on behalf of a Company, If all directors have resigned

Gen­er­al Cir­cu­lar No.03/2015

F. No. MCA21/272/2014

Dat­ed: 03rd March 2015

Sub­ject: Clar­i­fi­ca­tion relat­ing to fil­ing of e‑form DIR-11 & DIR-12 under the Com­pa­nies Act, 2013- regarding.


This Min­istry has received sev­er­al rep­re­sen­ta­tions about the dif­fi­cul­ties faced by stake­hold­ers due to deac­ti­va­tion of Dig­i­tal Sig­na­ture Cer­tifi­cate (DSC) fol­low­ing en masse res­ig­na­tion of all the direc­tors of a com­pa­ny before appoint­ment of new direc­tors in their places. The dif­fi­cul­ty aris­es because of auto­mat­ic deac­ti­va­tion of DSC on fil­ing of DIR-11 (Notice of res­ig­na­tion of a direc­tor to the Reg­is­trar) by the resigned/resigning Direc­tor (s), and none of the new Direc­tor’s details hav­ing been filed. As a result, form DIR-12 (Par­tic­u­lars of appoint­ment of direc­tors and the key man­age­r­i­al per­son­nel and the changes among them) can­not be filed by a com­pa­ny due to lack of an autho­rized sig­na­to­ry Director.

2. In order to enable the fil­ing of such e‑forms and till an alter­na­tive mech­a­nism is put in place in MCA21 sys­tem, it is clar­i­fied that the Reg­is­trar of Com­pa­nies with­in their respec­tive juris­dic­tions are autho­rized, on request from the stake­hold­ers, and after due exam­i­na­tion, to allow any one of the resigned direc­tor who was an autho­rized sig­na­to­ry Direc­tor for the pur­pose of fil­ing DIR-12 only along with addi­tion­al fees, as applic­a­ble and sub­ject to com­pli­ance of oth­er pro­vi­sions of Com­pa­nies Act, 2013.

3. This issues with the approval of Sec­re­tary, MCA.

Yours faith­ful­ly,

(KMS Narayanan)

Assis­tant Direc­tor (Pol­i­cy)

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