The Ministry of Corporate Affairs (MCA) has ushered in the new year with a significant procedural overhaul regarding Director KYC norms. In a notification dated December 31, 2025 (G.S.R. 943(E)), the Ministry has notified the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025.
These amendments introduce a substituted Rule 12A, a new
filing cycle, and a consolidated web-based form. The rules will officially come
into force on March 31, 2026.
Here is a breakdown of the critical changes every Company
Secretary and Director needs to know.
1. The New "Triennial" Filing Cycle? (Rule 12A
Substitution)
Perhaps the most striking change is the language regarding
the frequency of KYC filings. The substituted Rule 12A (1) states that
every individual holding a Director Identification Number (DIN) as of March
31st of a financial year must file their KYC intimation.
However, the timeline has shifted. The rule now mandates
filing "on or before the 30th June of the immediately following every
third consecutive financial year".
This phrasing suggests a move from the standard annual cycle
to a triennial (every three years) compliance cycle for the "Web"
based verification. Professionals should watch for further clarifications or
FAQs from the MCA to confirm the specific "starting" block for this
three-year period.
2. Consolidated Form: DIR-3-KYC-Web for All
Previously, professionals navigated between the e-form (for
changes/first-time filers) and the Web service (for no changes). The amendment
streamlines this.
- Unified
Approach: The amendment replaces references to "e-form
DIR-3-KYC" with "Form No. DIR-3-KYC-Web" across the
rules.
- Scope:
The new Form No. DIR-3-KYC-Web covers multiple purposes including :
- Reactivation
of DIN
- KYC
Compliance
- Update
of Mobile Number or Email ID
- Update of Permanent/Present Residential Address
3. Event-Based Updates: The 30-Day Window
The new Rule 12A (2) codifies the timeline for
updating personal details. If a DIN holder changes their personal mobile
number, email address, or residential address, they must submit Form No.
DIR-3 KYC Web within 30 days of such change.
This submission must be accompanied by the fees prescribed
under the Companies (Registration Offices and Fees) Rules, 2014.
4. Administrative Changes
- Jurisdiction
Update: In Rule 11, the authority "Regional Director (Northern
Region), Noida" has been updated to "Regional Director,
Northern Region Directorate I".
- Professional
Certification: The new web form requires certification by a practicing
professional (CA, CS, or CMA in whole-time practice), who must verify the
particulars from original/certified records.
5. The New Form Layout
The Annexure to the rules provides the new format for Form
No. DIR-3-KYC-Web. Key features include:
- OTP
Verification: Mandatory OTP verification for both mobile numbers and
email IDs.
- Residency
Proof: Attachment options include Voters Identity Card, Passport,
Driving License, Aadhaar, Bank Statement, or Utility Bill.
- Digital
Signatures: The form requires the DSC of the DIN holder and the
practicing professional.
Conclusion
These amendments represent a significant simplification of
the Director KYC process, potentially reducing the annual compliance burden if
the "third year" interpretation holds true. However, it tightens the
discipline on event-based updates (address/contact changes) with a strict
30-day window.
Actionable Advice for CS Professionals:
- Update
your Compliance Calendars: Mark March 31, 2026, as the
effective date.
- Review
DIN Holders: Identify directors who may have pending changes to their
contact details and ensure they are ready to file within 30 days of any
change.
- Digital
Signatures: Ensure all Directors' DSCs are active, as the new Web form
requires digital signing.
Note: This post is based on the notification published in
the Gazette of India on December 31, 2025.