Companies (Appointment and Qualification of Directors) Amendment Rules, 2025
The Ministry of Corporate Affairs (MCA) has introduced significant changes to the compliance requirements for Director Identification Number (DIN) holders through the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025. These amendments primarily focus on reforming the Know Your Customer (KYC) process for directors, transitioning from an annual requirement to a less frequent system, thereby easing the compliance burden.
The amended Rule 12A applies to every individual holding a DIN as on 31 March of a financial year. This is irrespective of whether the individual is currently appointed as a director in any company, emphasizing that the compliance obligation is tied to the DIN itself.
Effective Date
The Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, shall come into force on 31 March 2026. This effective date provides stakeholders with sufficient time to understand and prepare for the new compliance regime.2. Shift from Annual to Triennial DIN KYC Filing.
Abolishment of Annual Filing
The requirement for annual filing of DIR-3 KYC has been replaced with a less frequent system. It is crucial to note that DIR-3 KYC itself has not been abolished, only the frequency of routine compliance has changed.
DIR 3 Triennial DIN KYC Filing
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Every individual holding a DIN as on 31 March of a financial year must file the prescribed KYC form once every third consecutive financial year.
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The filing must be completed on or before 30 June of the relevant financial year in which the triennial filing is due.
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This shift from annual to triennial KYC significantly reduces the routine compliance burden for directors, marking a positive step towards ease of doing business.
Removal of Prior Forms
The earlier e-form DIR-3-KYC and any dual filing option (Web and e-form) have been removed. This aims to streamline the process into a web-based, simplified mechanism.
Mandatory PAN Verification
As part of the DIR-3-KYC-Web process, Income-tax PAN verification is a mandatory step, ensuring the accuracy and linkage of the director's identity with tax records.4. Mandatory Filing Outside the Triennial Cycle (Event-Based Filing). While the routine filing is triennial, the KYC form must still be filed promptly if certain details change to ensure records remain current:
Event-Based Filing
DIR-3-KYC-Web must be filed within 30 days of the change if there is an alteration in any of the following personal particulars:
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Personal mobile number
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Personal email ID
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Permanent residential address
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Present residential address
Fee for Event-Based Filing
Filing due to a change in particulars is not a free process. It must be done along with the fee prescribed under the Companies (Registration Offices and Fees) Rules, 2014.
Deactivation of DIN
Failure to comply with the filing requirements (either triennial or event-based) within the prescribed time may result in the deactivation of the DIN.
DIN Reactivation Process
A deactivated DIN can be reactivated only after filing Form No. DIR-3-KYC-Web, along with the prescribed fee and certification. This process is governed as per Rule 11 of the Companies (Appointment and Qualification of Directors) Rules.
|
Situation |
Action |
Timeline |
|
DIN holder as on 31 March |
DIR-3-KYC-Web |
Once every 3rd year, by 30 June |
|
Change in mobile/email/address |
DIR-3-KYC-Web |
Within 30 days |
|
DIN deactivated due to non-KYC |
DIR-3-KYC-Web |
Mandatory for reactivation |
|
Professional certification |
Mandatory |
Every filing |
Information required for DIR-KYC (Web):
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PAN verification (mandatory)
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OTP-based mobile & email verification
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Permanent & present residential address
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Residential proof attachment
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Mandatory professional certification (CA / CS / CMA in practice)
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Digital signature of DIN holder/Applicant
As per New Rule 12A(1), Every individual holding a DIN as on 31 March of a financial year shall file DIR-3-KYC-Web:
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Once every third consecutive financial year
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On or before 30 June of the immediately following year
As per New Rule 12A(2), If there is any change in:
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Personal mobile number
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Email ID
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Residential address
DIR-3-KYC-Web must be filed within 30 days of such change
Applicable government fees as per Registration Offices & Fees Rules, 2014
Professional Certification
The integrity of the information provided in DIR-3-KYC-Web is ensured through mandatory certification: The form must be certified by a practicing professional, specifically:
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Chartered Accountant (in practice), or
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Cost Accountant (in practice), or
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Company Secretary (in practice)
Penal Provisions for Misrepresentation
False statements or incorrect professional certification may attract action under the following provisions:
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Section 448 (Punishment for false statement) of the Companies Act, 2013.
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Section 449 (Punishment for false evidence) of the Companies Act, 2013.
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Relevant provisions of the Bharatiya Nyaya Sanhita, 2023, which replaces certain sections of the Indian Penal Code.
Relief for removal of annual DIN KYC
For Directors
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No annual DIR-3 KYC anymore
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KYC once in 3 years, unless details change
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Immediate filing required on change of mobile/email/address
For Companies
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DIN shall be Active and fewer yearly follow-ups for the DIN Issue
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DIN status monitoring still essential (especially before filing any form with MCA)
For Professionals (CS/CA/CMA)
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Certification responsibility remains strict
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Change-based DIR-3-KYC filings likely to increase in practice
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Incorrect certification continues to attract Section 448 liability
Frequently Asked Questions
Q1. From when are the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025 applicable?
Ans. The Amendment Rules shall come into force on 31 March 2026.
Q2. Has DIR-3 KYC been abolished?
Ans. No. DIR-3 KYC has not been abolished. However, the annual filing requirement has been replaced with a triennial filing system, subject to certain conditions.
Q3. How frequently is DIR-3 KYC required to be filed now?
Ans. Every individual holding a DIN as on 31 March of a financial year must file DIR-3-KYC-Web once every third consecutive financial year, on or before 30 June of the relevant year.
Q4. Is annual DIR-3 KYC filing still mandatory?
Ans. No. Annual DIR-3 KYC filing is no longer required. The requirement now applies once every three consecutive financial years, unless there is a change in particulars.
Q5. Which form is prescribed for DIN KYC under the amended rules?
Ans. Only Form No. DIR-3-KYC-Web is prescribed.
The earlier e-form DIR-3-KYC and any dual filing option have been removed.
Q6. In what situations must DIR-3-KYC-Web be filed even before the three-year cycle?
Ans. DIR-3-KYC-Web must be filed within 30 days if there is any change in:
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Personal mobile number
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Personal email ID
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Permanent residential address
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Present residential address
Q7. Is any fee payable for filing DIR-3-KYC-Web on change of details?
Ans. Yes. Filing due to a change in particulars must be done along with the fee prescribed under the Companies (Registration Offices and Fees) Rules, 2014.
Q8. What happens if a director fails to file DIR-3-KYC-Web within the prescribed time?
Ans. Failure to comply may result in deactivation of the DIN, and reactivation will be permitted only after filing DIR-3-KYC-Web, as per Rule 11.
Q9. Can a deactivated DIN be reactivated under the amended rules?
Ans. Yes. A DIN can be reactivated only after filing Form No. DIR-3-KYC-Web, along with the prescribed fee and certification.
Q10. Has the authority for DIN-related matters changed?
Ans. Yes. References to “Regional Director (Northern Region), Noida” have been replaced with “Regional Director, Northern Region Directorate-I” in Rule 11.
Q11. Is professional certification still required in DIR-3-KYC-Web?
Ans. Yes. The form must be certified by a practicing professional, namely:
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Chartered Accountant (in practice), or
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Cost Accountant (in practice), or
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Company Secretary (in practice)
Q12. What are the consequences of furnishing false information in DIR-3-KYC-Web?
Ans. False statements or incorrect certification may attract action under:
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Section 448 (Punishment for false statement)
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Section 449 (Punishment for false evidence) of the Companies Act, 2013
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Relevant provisions of the Bharatiya Nyaya Sanhita, 2023
Q13. Does the amended Rule 12A apply to all DIN holders?
Ans. Yes. Every individual holding a DIN as on 31 March of a financial year is covered, irrespective of whether they are currently appointed as a director in any company.
Q14. Is PAN verification mandatory under the new DIR-3-KYC-Web?
Ans. Yes. Income-tax PAN verification is a mandatory part of the DIR-3-KYC-Web process.
Q15. Does the new rule reduce compliance burden for directors?
Ans. Yes. By shifting from annual KYC to triennial KYC, the amendment significantly reduces routine compliance, while still ensuring updated records through mandatory change-based filings.
