Why appointment of director must be filed with ROC on time
Introduction
Many companies appoint a director through a board resolution but delay or ignore filing it with ROC.
This is a serious compliance mistake.
Appointment of a director is legally valid only when it is properly filed with the ROC within the prescribed time.
Delay leads to penalties, invalid appointment issues, and personal exposure for directors.
This blog explains why timely ROC filing for director appointment is critical.
What Is Director Appointment Filing
When a director is appointed, the company must file the prescribed forms with the Registrar of Companies under the Companies Act, 2013.
This filing officially informs the government about:
Who is managing the company
Since when the director is appointed
Director’s consent and eligibility
Without ROC filing, the appointment remains legally incomplete.
Why Timely ROC Filing Is Mandatory
Director appointment must be filed within the prescribed timeline (generally 30 days) from the date of appointment.
Even if:
The board resolution is passed
DIR-2 consent is obtained
Director starts working
ROC filing is still compulsory.
What this really means is:
Board resolution alone does not complete the appointment.
Importance of Filing Director Appointment on Time
1. Legal Validity of Appointment
Only after ROC filing:
Director’s name reflects on MCA portal
Appointment becomes legally recognised
Director can act on behalf of the company
Without filing, the director’s actions can be questioned.
2. Protects Directors from Penalties
Delayed filing attracts:
Additional ROC fees
Penalty proceedings
Notices from ROC
Timely filing avoids unnecessary financial and legal trouble.
3. Mandatory for Signing ROC and MCA Forms
A director whose appointment is not filed:
Cannot validly sign ROC forms
May face DSC and DIN related issues
Can cause rejection of filings
This blocks company compliance.
4. Important for Banks, Investors, and Due Diligence
Banks and investors verify:
Director details on MCA portal
Appointment dates and filings
Mismatch or non-filing raises red flags during:
Loan approval
Funding rounds
Audits and due diligence
Consequences of Late or Non-Filing
If appointment is not filed on time:
Heavy additional fees apply
Director appointment may be treated as defective
ROC may issue show cause notices
Company and officers may face penalties
Delay creates avoidable compliance risk.
Common Reasons for Delay
Assuming appointment is complete after resolution
Lack of professional follow-up
DIN or DIR-3 KYC issues
Missing documents like DIR-2 or DIR-8
These reasons are not accepted as legal excuses.
How to Ensure Proper Compliance
Pass board resolution correctly
Obtain DIR-2 and DIR-8
File ROC forms within due date
Verify director details on MCA portal
Process discipline is key.
Conclusion
Appointment of a director is not complete until it is filed with ROC on time.
Timely ROC filing:
Gives legal validity
Protects directors
Keeps company compliant
Delay only increases penalties and risk.
Call to Action
If your company has appointed a director but ROC filing is pending or delayed, immediate corrective action is necessary to avoid penalties and legal complications.
Written by:
Abhishek Gupta
Chartered Accountant
Office No. 19, Sagar Building, 4th Floor, Plot-327,
Narshi Natha Street, Masjid Bunder (West),
Mumbai – 400009
📞9324776120
🌐 www.consultguruji.com