Appointment and Qualification of Directors Amendment Rules, 2025

Companies (Appointment and Qualification of Directors) Amendment Rules, 2025

Key Changes Explained (Effective from 31 March 2026)

The Central Government has notified the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025 vide G.S.R. 943(E). These rules bring important changes to DIR-3 KYC compliance under the Companies Act, 2013.

Below is a simplified explanation of what has changed and how it impacts directors.

1. Effective Date

• The amended rules will come into force from 31 March 2026.
• Changes will apply prospectively from FY 2025–26 onwards.

2. Replacement of Authority Name

In Rule 11, references to:

“Regional Director (Northern Region), Noida”

have been replaced with:

“Regional Director, Northern Region Directorate I”

This is a nomenclature change only and does not alter compliance responsibility.

3. Major Change: DIR-3 KYC Filing Frequency Rationalised

🔴 Earlier Position

• DIR-3 KYC / DIR-3 KYC Web was required to be filed annually, even if there was no change in details.

🟢 New Rule (Rule 12A – Substituted)

(A) Periodic KYC Filing – Once in 3 Years

• Every individual holding a Director Identification Number (DIN) as on 31st March of a financial year shall file:
  • Form DIR-3 KYC Web
  • On or before 30th June
  • Once every three consecutive financial years

✅ This significantly reduces annual compliance burden for directors whose details remain unchanged.

(B) Mandatory KYC on Change in Particulars

• If there is any change in:
  • Mobile number
  • Email address
  • Residential address

👉 DIR-3 KYC Web must be filed within 30 days of such change, along with prescribed fees.

⚠️ This requirement applies irrespective of the 3-year cycle.

4. Only One Form Prescribed Now

• The separate references to:
  • DIR-3 KYC
  • DIR-3 KYC-WEB

have been removed.

✔️ Only Form DIR-3 KYC Web will now be used for:

• Periodic KYC filing
• Updating any change in director details

5. Impact on Directors & Companies

✅ Benefits

• Reduced annual compliance for directors
• Simplified KYC mechanism
• Single standardized form

⚠️ Caution

• Non-filing of DIR-3 KYC Web (when due) can still result in:
  • Deactivation of DIN
  • Late fees under Companies (Registration Offices and Fees) Rules, 2014

6. Practical Takeaway

Conclusion

The amendment is a compliance-friendly reform, balancing regulatory oversight with ease of doing business. Directors should, however, remain vigilant about timely reporting of changes, as penalties for default continue to apply.

Notification

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