DIR-3 KYC for FY 2025-26: the 30 September deadline, the ₹5,000 reactivation fee, and the workflow for bulk filings

Why DIR-3 KYC has become an annual non-negotiable for every Indian director

The Ministry of Corporate Affairs introduced the DIR-3 KYC requirement through Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014 with effect from 10 July 2018. The rule was a response to the MCA discovery, during the 2018 strike-off drive, that a substantial proportion of the active DINs on the register belonged to individuals who could not be reached at the addresses on file. The MCA's reaction was to bolt an annual KYC onto every DIN.

Seven years in, DIR-3 KYC is one of the cleanest and most-rigorously enforced MCA compliances. The deadline of 30 September is non-negotiable. The deactivation on 1 October is automatic. The ₹5,000 reactivation fee is non-waivable. And the cascading impact, of a single deactivated director blocking every ROC filing of every company on which they sit, is the reason this filing has moved from an annual housekeeping item to a board-level reminder.

Who must file for FY 2025-26

Every individual who holds an approved DIN as on 31 March 2026 must file DIR-3 KYC for FY 2025-26 by 30 September 2026. The trigger is the DIN, not the directorship.

Three sub-cases are commonly missed.

Resigned directors. A director who resigned from the last company in February 2026 still holds a DIN. KYC is due.

Disqualified directors. A director disqualified under Section 164 of the Companies Act 2013 still holds a DIN. The DIN is in "approved but disqualified" status. KYC is still due.

Foreign directors. A foreign national or non-resident Indian who holds a DIN (typically for a wholly-owned subsidiary or a JV board seat) must file KYC. The full DIR-3 KYC form applies because Web KYC is not available where OTP receipt on an Indian mobile is required for residents only; the full form supports foreign mobile numbers with an additional verification.

First-time DIN holders. A director who obtained a DIN in FY 2025-26 (between 1 April 2025 and 31 March 2026) must file the first KYC by 30 September 2026. The first KYC is always the full form, not Web KYC.

DIR-3 KYC versus DIR-3 KYC Web: the right form

DIR-3 KYC Web is the simplified OTP-based confirmation. It is available where every one of the following is true: the previous year's KYC was filed on time, mobile number and email ID are unchanged, address is unchanged, PAN is unchanged. The taxpayer simply logs into the MCA portal, navigates to DIR-3 KYC Web, requests OTPs on mobile and email, enters them, and the KYC is filed in 5 minutes. No DSC, no certifying professional, no fee.

DIR-3 KYC (the full form) is required in every other case. The form is filed on the MCA portal, requires DSC of the director and of a certifying professional (CA, CS, or CMA in whole-time practice), and uploads the supporting documents. Mobile and email OTPs are still required for the director's contact details, but the form additionally verifies PAN with the Income Tax Department database and address with the proof uploaded.

The practical KAMRIT split: roughly 70 to 80 percent of returning directors qualify for Web KYC each year, and the remaining 20 to 30 percent need the full form because of a change in mobile, email, or address.

The OTP mechanics

Both Web and full DIR-3 KYC require mobile OTP and email OTP verification of the director. The OTP is sent from the MCA's verification service, not from the portal directly. The OTP arrives in 30 to 60 seconds on a typical Indian mobile network.

The OTPs are valid for 30 minutes and can be regenerated up to 3 times per session. On a fourth attempt the session is locked for 10 minutes. A common operational issue: directors with international roaming, with airplane mode, or with DND on the mobile number do not receive the OTP on the first try. KAMRIT's workflow asks every director to test OTP receipt on a non-MCA channel 24 hours before the actual filing.

For foreign mobile numbers, OTP delivery can take 2 to 5 minutes and occasionally requires three retries. KAMRIT plans foreign-director KYCs in batches with a 15-minute slot per director.

DIN deactivation: the 1 October cascade

If KYC is not filed by 30 September, the MCA system deactivates the DIN automatically on 1 October. The deactivation has three immediate consequences.

The director cannot sign any e-form. Every MCA e-form (AOC-4, MGT-7, MGT-14, INC-22, DIR-12, CHG-1, DPT-3, BEN-2, MSME-1, and the rest) requires a director's DSC on a valid DIN. A deactivated DIN cannot DSC any form. If the deactivated director is the sole authorised signatory or one of two compulsory signatories, every ROC filing of every company on their board freezes.

Cascading effect across the group. A director with deactivated DIN sitting on five boards blocks ROC filings on all five companies until the DIN is reactivated. The other directors on the board can sign, but where the deactivated director is the only one with a particular role (managing director, CFO with DIN, woman director under Section 149(1)), the company's compliance pipeline stops.

No e-form filed during deactivation period is condoned. Even after reactivation, any e-form that was due during the deactivation window must be filed with late fee under the respective form's late fee regime. The deactivation does not pause the underlying due date.

Reactivating the DIN: the ₹5,000 fee

Reactivation is procedurally simple. The director files DIR-3 KYC (full form, Web is not available for reactivation) with the ₹5,000 late filing fee. The form is processed by the MCA in 24 to 72 hours, and the DIN moves back to approved status.

There is no Form INC-22A or separate reactivation form. The reactivation is built into the late DIR-3 KYC filing itself.

The ₹5,000 fee is non-negotiable and non-waivable. There is no escalator and no per-day component; the fee is a flat ₹5,000 regardless of whether the KYC is 1 day late or 364 days late.

The audit-trail layer: documentation KAMRIT maintains

For every director KYC engagement, KAMRIT maintains a contemporaneous document file containing the proof of identity, proof of address, OTP receipt screenshots, DSC certificate, MCA acknowledgement (challan reference number), and the SRN of the filed form. The file is retained for 8 years, in line with the Companies Act 2013 record-retention norm.

The audit-trail layer matters for two reasons. First, it supports the certifying professional's certification (CA, CS, or CMA) under Rule 12A(2) of the Directors Rules; the certifier signs that they have verified the documents. Second, it gives the director a defensive position if a future scrutiny questions the validity of the filing.

Bulk-file workflow for corporate groups

KAMRIT runs a bulk-file workflow for clients with 10 or more directors across group companies. The workflow has four stages.

Stage 1: Director master refresh. In April or May, KAMRIT pulls the latest director list from MCA21 for every group entity and reconciles to the client's internal director master. New directors, resigned directors, and deactivated DINs are flagged. This is typically a 2-day exercise for a 20-director group.

Stage 2: KYC classification. Each director is classified as Web KYC eligible or full form required. The classification turns on the previous year's KYC status and any change in contact details. KAMRIT collects a 5-field intake form from each director: confirm mobile, email, address, PAN, Aadhaar.

Stage 3: Filing window (August). All KYCs are filed in a single 5-day window in August, well before the 30 September cliff. Web KYCs are filed first (no DSC, no certifying professional needed). Full form KYCs are filed second, with the certifying professional batched.

Stage 4: Acknowledgement and reporting. Each director receives a written confirmation with the MCA SRN. The corporate compliance team receives a master MIS with each director's KYC status, SRN, and supporting document index.

Comparable platform players for individual DIR-3 KYC include IndiaFilings and Vakilsearch at ₹999 to ₹1,499 per director for single filings; ClearTax does not service this work directly. The KAMRIT positioning is on the corporate-group bulk pricing (₹1,800 per director from the 11th onward), the August filing discipline that avoids the September rush, and the documentation pack that the certifying professional and the company secretary jointly maintain.

If your group has 10 or more directors and you have not yet started the FY 2025-26 KYC cycle, the right time to engage KAMRIT is in late June or early July. The intake-to-filing cycle is 6 to 8 weeks. Send a brief to the Director KYC page or start a conversation with a senior partner. The September stampede is avoidable.