Clarification relating to filing of e-form DIR-I1 & DIR-12 under the Companies Act, 2013

This Ministry has received sevcral rspresentations about the difficulties fbced by stakeholders due to deactivation of Digiral signature certificate (DSC) following en masse resignation of all thc directors of a company before appointment ofnew direotors in their places. Thc difliculty arises because ofautomatic dcaativation of DSC on firing o1,DIR-11 (Notice 01'resignation ofa direcror to the Rcgisftar) by the resigncd/resigning Director (s), and nonc of the ncw Director's details having been filed. As a result, l'orrn DIR-12 (Particulars ofappointment ofdirecto$ and the key managerial penonnel and the changes among then) cannot be filed by a company due to lack ofan authorized signatory l)irecbr-