A director who has left and a Registrar who has not been told are two different facts. Only one of them is on the record. Until Form DIR-12 is filed, the person you stopped working with is still a director of your Bengaluru company in MCA master data. Banks refresh signatory mandates from that record. Investors pull it before a term sheet. The default itself carries a penalty of ₹50,000 on the company and on every officer in default, with ₹500 more for each day it runs on. The correction is dull work. Settle whether this is a resignation or a removal, build the paper that matches, and file inside thirty days.
Is this a resignation, or a removal your members have to vote?
The two land identically on the MCA record and behave nothing alike on the way there. A resignation belongs to the director. He gives written notice, the board takes it on record, and the company files. A removal belongs to the members. It needs a special notice, a general meeting, and a real opportunity for the director to answer before the vote is taken. Companies that run the second as though it were the first lose the removal afterwards.
Applicability is narrower than most founders assume. A private limited company or a one person company files DIR-12 for any change in its board. An LLP does not, because a designated partner change runs on the LLP forms and never touches DIR-12. Check the floor before you begin, since a private limited company has to keep at least two directors and an OPC at least one. If the exit drops you under that number, the replacement and the departure are one project rather than two.
Some exits need no vote at all. Where a director has missed every board meeting for twelve months, section 167 vacates the office by itself. The company still files, but it is recording an event rather than deciding one.
What has to be in your records before anyone opens the form?
The form is short. The file behind it is not, and that file is where a Bengaluru removal usually stalls.
- The signed resignation with its effective date on the face of it, or the special notice from a member holding one percent of the voting power or shares of ₹5 lakh paid up value.
- Minutes of the board meeting that took the resignation on record, or of the general meeting that carried the ordinary resolution.
- A digital signature certificate that still works, belonging to a continuing director, and an active DIN for whoever signs.
- Your CIN, which for a Karnataka company carries the state code KA in the middle, on the pattern of U72900KA2026PTC123456.
- The register of directors and key managerial personnel, written up in the same week rather than at the next audit.
One quiet item belongs on that list too. If your registered office is the exiting director's own premises, and plenty of the Koramangala and HSR Layout companies we see are in exactly that position, deal with the address in the same sitting. Section 12 lets the Registrar verify a registered office physically, and an office nobody answers for is a poor thing to leave behind.
What is the thirty day clock counted from?
From the date the change takes effect, not the date the company gets round to it.
For a resignation the effective date is the day the company receives the notice, or a later date the director has named in it, whichever falls later. For a removal it is the day the ordinary resolution is passed. Thirty days for DIR-12 run from there. The outgoing director has his own thirty days for DIR-11 in his own name, and that filing is his rather than yours. Ask him to make it anyway, because his copy corroborates yours.
Two dates catch people out. The special notice has to reach the company at least fourteen days before the meeting, so a members' removal cannot be squeezed into a week however urgent the fallout feels. And where the exit takes the board under its minimum, the incoming director's own DIR-12 carries a fresh thirty day window from the date of appointment.
What does a late or careless filing actually cost?
The exposure is not one number. It arrives in layers.
| What goes wrong | What it costs | Where it is dealt with |
|---|---|---|
| DIR-12 not filed within thirty days | ₹50,000 on the company and on every officer in default, and ₹500 for each further day | Adjudication under section 454 |
| Registered office left at the departed director's address | ₹1,000 for every day of default, capped at ₹1 lakh, with a power of physical verification | ROC Bengaluru |
| Special notice or the right to be heard skipped | The removal can be set aside and the record reversed | NCLT Bengaluru Bench, appeal to the NCLAT at Chennai |
| A penalty order you want to contest | Sixty days to appeal from the day the order reaches you | Regional Director for the South-Western Region at Bengaluru |
| A repeat of the same default within three years | The penalty doubles | The same adjudicating officer |
Read the last two rows together. An appeal against a penalty order is not a court case. It is a filing before the Regional Director, and since 16 February 2026 the Regional Director for a Karnataka company sits at Bengaluru. That directorate covers Karnataka, Kerala and Lakshadweep. The tribunal map is drawn differently: the NCLT Bengaluru Bench takes Karnataka and Karnataka alone, and an appeal from it is heard by the NCLAT at Chennai. Same region does not mean same bench.
Who drafts the removal papers and files DIR-12?
- We settle the route on the first call. Resignation or members' removal, whether the board keeps its minimum, and whether a replacement has to go in on the same date.
- We draft. Acceptance and board resolution for a resignation; special notice, notice to the director, meeting notice with agenda and ordinary resolution for a removal. The director's written representation travels with the papers where he has made one.
- You sign, and we test the DSC and the DIN before anything is uploaded.
- We file DIR-12 on MCA V3, and DIR-11 where the outgoing director wants his own filing on record. It is all online, and nobody goes to a counter.
- We read the master data after approval and send you the SRN, the filed forms and the updated register of directors.
Wherever your registered office sits in Karnataka, the filing lands in one place. ROC Bengaluru, which the MCA also writes ROC Bangalore, is the Registrar of Companies for the whole state, and the February 2026 restructuring left that territory exactly where it was. Yelahanka, Whitefield and Mangaluru all reach the same desk. The address on the record is Kendriya Sadana at Koramangala, shared with the Regional Director, though neither office needs to meet you over a DIR-12.
Which Bengaluru companies find a departed director still on record?
- A Koramangala SaaS founder raising a seed round, where a cofounder steps back during diligence and the investor's list wants the register of directors and the MCA record saying the same thing.
- An aerospace components and testing venture in Yelahanka whose technical director resigned two quarters ago, while approvals and customer paperwork still carry his name off the master data.
- A Whitefield services company that took a nominee director for one client contract and never filed the exit when the contract closed.
- An Indiranagar firm where a director has quietly stopped attending, and nobody has worked out whether section 167 already vacated the seat.
The shape is the same in all four. Nothing went wrong at the exit. It went wrong three quarters later, when somebody outside the company read the MCA record and found a person who had gone.
Why does the effective date govern every removal deadline?
We fix the effective date in writing before we draft, because every deadline on this page counts from it. We test the DSC and the DIN on day one instead of on upload day. And we read the master data after approval rather than trusting the SRN, since that record is the only thing a bank or an investor will ever open.
Director removal is ₹1,499 and the usual run is 5 to 7 days from the day complete papers reach us. A members' removal takes longer, because the fourteen day special notice period is not ours to shorten. Our CS team works on Karnataka company files every week, and your jurisdiction follows your own registered office address, never ours. The national treatment, section by section, sits in the full director removal process nationwide. This page is about what changes once the company is registered in Bengaluru.