Change in Directors
or Shareholders
DIR-12 · PAS-3 · SH-4
Appoint or remove directors, transfer shares, or allot new equity — fully compliant DIR-12, PAS-3, and SH-4 filings with MCA, handled end-to-end.
Director & Shareholder Change
Ministry of Corporate Affairs (MCA)
Form DIR-12
Director Appointment / Resignation
Form PAS-3
Return of Allotment
Form SH-4
Share Transfer Deed
Starting At
₹4,999
Processing
7–10 Days ✓
DIR-12 Deadline
30 Days
Late Penalty
₹500/day
DIR-12 + PAS-3 + SH-4
Key Forms
7–10 Days
Timeline
MCA
Authority
Required
Board Meeting
Applicable
Stamp Duty
Board Resolution Date
Effective From
What is Change in Directors / Shareholders?
Under the Companies Act, 2013, every change in the board of directors or the shareholding structure of a company must be formally intimated to the Ministry of Corporate Affairs (MCA) through prescribed e-forms filed on the MCA portal.
A Change in Directors is reported via Form DIR-12, which covers both appointments and resignations. Any fresh allotment of shares (like ESOP or funding round allotment) is reported via Form PAS-3, while share transfers between parties use Form SH-4.
Missing these deadlines — typically 30 days from the board resolution — results in penalties of ₹500 per day per default and can expose every officer of the company to adjudication proceedings by the RoC.
Note: Failure to file DIR-12 also means the outgoing director remains legally responsible for the company's decisions — a serious personal liability risk.
Corporate Governance Compliance
Changes effective from the date of board resolution
DIR-12
Director Change
PAS-3
Share Allotment
SH-4
Share Transfer
Who Needs a Director / Shareholder Change Filing?
Any company undergoing board changes, share transfers, or equity allotments must file with MCA. Here are the most common scenarios.
New Investor Directors
Companies bringing new investor-nominated directors onto their board after a funding round.
Post-Funding Startups
Startups allotting new equity shares to angels, VCs, or series investors after closing a round.
Director Exits
Companies removing resigned, retired, or disqualified directors to maintain clean MCA records.
ESOP Allotment
Companies issuing Employee Stock Option Plan shares to eligible employees after option exercise.
Death or Disqualification
Companies handling director vacancy due to death, insolvency, or Section 164 disqualification.
Share Buyback
Companies repurchasing their own shares from existing shareholders to return capital.
Debt-to-Equity Conversion
Companies converting outstanding debt instruments or CCDs into equity shares for lenders.
Family Succession
Family businesses transferring shares via inheritance, gift, or succession planning arrangements.
8 Benefits of Timely MCA Filing
Filing DIR-12, PAS-3, and SH-4 on time is not just compliance — it protects every stakeholder in your company.
Legal MCA Ownership Transfer
DIR-12 and SH-4 filings ensure share ownership is legally updated on MCA records.
Corporate Governance Compliance
Maintain full RoC compliance by keeping director and shareholder records current.
Accurate MCA Public Records
Reflect correct ownership structure on publicly accessible MCA Master Data.
Bank Record Update
New shareholders can update their bank mandate and receive dividend / interest payments correctly.
Cap Table Accuracy
An accurate cap table reflecting post-filing ownership builds investor trust and fundraising credibility.
Outgoing Director Protection
Formal DIR-12 filing protects the outgoing director from liability for post-resignation decisions.
Future Fundraising Ready
Clean governance records are a prerequisite for due diligence in future funding rounds.
Regulatory Protection
Timely filings protect company and all officers from MCA penalties and adjudication orders.
8-Step Filing Process
Our structured process ensures every form is filed accurately, every deadline is met, and every statutory register is updated correctly.
Board Resolution for Change
Pass board resolution approving director appointment/removal or share allotment/transfer. Maintain signed minutes of meeting.
File DIR-12 within 30 Days
File e-Form DIR-12 on MCA portal within 30 days of board resolution. Attach signed resolution, consent, and resignation/appointment documents.
Obtain DIN for New Director
If the incoming director doesn't have a Director Identification Number, apply for DIN via SPICe+ or DIR-3 form before DIR-12 filing.
Share Transfer Deed / Allotment Letter
For share changes: prepare SH-4 (Transfer Form) for transfer or allotment letter for fresh issuance. Pay stamp duty on transfer.
File PAS-3 or SH-4 with MCA
File PAS-3 (Return of Allotment) within 30 days of allotment, or SH-4 (Transfer Form) for share transfer — with ROC fees as applicable.
Update Register of Members & Directors
Update the company's statutory registers — Register of Directors (Section 170) and Register of Members (Section 88) — with new details.
MCA Master Data Update
Verify that MCA Master Data for the company reflects updated directors and shareholding. Download updated Certificate of Incorporation (CoI) if required.
Revised COI if Applicable
If company name or registered office changed simultaneously, obtain revised COI. Otherwise, MCA auto-updates director/shareholder details on the master record.
Documents Needed for Filing
Gather these documents before starting. Our team verifies each document for accuracy before submission.
Board/EGM resolution (signed + dated)
New director's DIN + PAN + Aadhaar copy
Share transfer deed — Form SH-4
Stamp duty payment receipt (state-specific)
DIR-2: Consent to act as director
Resignation letter (for outgoing director)
Allotment letter (for new share issuance)
Share certificate (existing holder)
Memorandum and Articles of Association
Certificate of Incorporation
List of existing directors with DINs
Address proof of new director
Document Checklist Provided
Our team provides a tailored document checklist based on your specific change type — director appointment, removal, share transfer, or allotment. All documents are verified before MCA submission.
From Board Resolution to MCA Update
The complete filing journey from board resolution to updated MCA records — typically completed in 7–10 working days.
Board Resolution
Day 0
DIR-12 Filing
Within 30 Days
DIN Verification
Concurrent
Share Transfer / Allotment
As Applicable
PAS-3 / SH-4 Filing
Within 30 Days
MCA Update
7–10 Working Days
Day 0
Board Resolution Signed
Within 30 Days
MCA Forms Filed
7–10 Working Days
MCA Master Updated
What You Receive After Filing
A complete filing package — all MCA acknowledgments, updated registers, and compliance evidence for your records.
Filed DIR-12 with MCA SRN acknowledgment
Filed PAS-3 (allotment) or SH-4 (share transfer) acknowledgment
Updated MCA master data — directors and shareholders
Updated Register of Members (Section 88)
Updated Register of Directors (Section 170)
Certified copy of board/EGM resolution
Share certificate (new) for allottee / transferee
MCA filing receipts for all submitted forms
Why Businesses Trust Us with MCA Filings
1,500+ director and shareholder changes processed. Zero penalties. Zero rejections. We know MCA inside out.
MCA Compliance Specialists
1,500+ director changes and share transfers handled across Pvt. Ltd., OPC, and Section 8 companies.
DIR-12 Filed Within Deadline
We ensure DIR-12 is filed well within the 30-day window — never miss the deadline, never pay late fees.
End-to-End Share Transfer
Complete SH-4 drafting, stamp duty guidance (state-specific), and MCA filing included in our service.
DIN Acquisition Support
We help new directors obtain DIN through DIR-3/SPICe+ before DIR-12 filing — no bottlenecks.
Document Preparation
Board resolutions, DIR-2 consents, resignation letters, and allotment letters drafted professionally.
Zero Penalty Track Record
Timely filings mean no ₹500/day late fees. Our process ensures every deadline is met without exception.
Cap Table Advisory
Post-filing, we help you maintain an accurate cap table for investor reporting and future fundraising.
Nationwide MCA Filing
We file with ROC offices across all states — Maharashtra, Delhi, Karnataka, Tamil Nadu, and more.
Frequently Asked Questions
Answers to the most common questions on director changes, share transfers, and allotments.
You May Also Need
Explore related MCA compliance services offered by Company Avenue.
Change in Directors / Shareholders
DIR-12, PAS-3, SH-4 filing with MCA. Starting at ₹4,999.
Key Compliance Facts
Quick Navigation
1500+
Changes Filed
7 Days
Avg. Completion
0%
Penalty Rate
₹4,999
Starting Price
Don't Miss the 30-Day
DIR-12 Filing Deadline
Every day past 30 days costs ₹500 in penalties. Our experts file your DIR-12, PAS-3, or SH-4 accurately and on time — starting at ₹4,999.
Director Change · Share Transfer · ESOP Allotment · Debt-to-Equity · MCA Compliance