Form DIR-8 and MBP-1 Filing Guide for Company Directors

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About Form DIR-8 & Form MBP-1

Form DIR-8 is a declaration submitted by a director confirming that they are not disqualified from holding office, as per Section 164 of the Companies Act, 2013, and Rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Form MBP-1 is filed by directors to disclose their interests in other companies, firms, or businesses, as mandated under Section 184 of the Companies Act, 2013, and Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014.

Example:

On 1st January 2025, Mr. Karan Patel, an experienced professional, was offered a directorship by XYZ Private Limited. Before confirming his appointment, Karan needed to submit Form DIR-8, declaring he was not disqualified under Section 164(2) of the Companies Act, 2013.
After his appointment was finalized, Karan was invited to the company’s next board meeting scheduled for 30th January 2025. As per Section 184(1), before attending, he was required to file Form MBP-1, disclosing his interests in other entities. This step was crucial to maintain transparency and ensure compliance with the disclosure requirements under Sections 164 and Section 184 of the Companies Act, 2013.

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Declaration of Non-Disqualification by Directors through Form DIR-8

As per Section 164 of the Companies Act, 2013, read with Rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014, every director must submit Form DIR-8 every financial year. This declaration confirms that they are not disqualified from holding or continuing the position of a director. It is a crucial compliance step to ensure that only eligible and responsible individuals serve on the boards of Indian companies.
The primary purpose of Form DIR-8 is to affirm that the individual appointed or already acting as a director is free from disqualifications listed under Section 164. Some of the disqualification conditions include:

Being declared insolvent;
Being convicted of an offence involving moral turpitude;
Failure to file financial statements or annual returns for three consecutive financial years;
Non-payment of calls on shares.
Directors must truthfully submit this form to the company, helping maintain transparency, good governance, and adherence to corporate laws.

Disqualification of Directors under Section 164 and Filing Requirements of Form DIR-8

Section 164(1) of the Companies Act, 2013 disqualifies individuals from being appointed or continuing as directors if they:

They are declared as undischarged insolvents.
Are convicted of an offense involving moral turpitude or sentenced to imprisonment for six months or more.
Have failed to file financial statements or annual returns for three consecutive years.
Have failed to repay deposits, interest, debentures, or declared dividends.
Are disqualified by a court or tribunal from holding the office of a director.
Have been convicted under the provisions of the Companies Act, 2013.
Are associated with a company that has defaulted on financial obligations for over a year.

Section 164(2) states that:

If a person serves as a director in a company that does not file financial statements or annual returns for three consecutive years, they will be disqualified from being reappointed as a director in that company or any other company for the next five years.

Filing Requirements of Form DIR-8

Every director must submit Form DIR-8 and disclose their interests in other entities at the following times:

In the first board meeting, they attended as a director.
At the first board meeting of each financial year.
Whenever there is any change in their interest or shareholding in other companies, firms, or associations.

Disclosure of Interest by Directors in Form MBP-1

As per Section 184 of the Companies Act, 2013, along with Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014, every director is required to disclose their interests in other companies, firms, or entities by submitting Form MBP-1.
The objective is to maintain transparency by informing the Board about any potential conflicts of interest arising from a director’s associations elsewhere.

When Should Form MBP-1 Be Submitted?

At the first board meeting in which the individual participates as a director.
During the first board meeting of each financial year.
Whenever there is a change in the interest already disclosed, it must be updated at the next board meeting.

What Does MBP-1 Form Contains?

As we discussed before, Form MBP-1 is a declaration form where directors must reveal their personal and financial interests in other businesses. Here’s what needs to be included:

Names and details of companies, firms, or other entities where the director is involved, either by holding shares, acting as a director, or in any other key role.
Information about any connections through the director’s relatives.
The date when such interest started or was changed.
The place and date of signing, along with the signature of the Director, Managing Director, Whole-time Director, or Company Secretary.

Key Things Directors Must Keep in Mind

Directors should always disclose their interests in shares, debentures, and other financial securities.
If a director holds any position—whether direct or through a relative—it must be declared.
All disclosures must be properly recorded and kept safe at the company’s registered office for at least eight years.
These records should be maintained either by the Company Secretary or any other person authorized by the Board.

How is Form DIR-8 Different from Form MBP-1?

Although both forms are linked to a director’s responsibilities, they focus on different areas:

Basis	Form DIR-8	Form MBP-1
Purpose	To confirm that a director is eligible and not disqualified.	To disclose any financial or other interests that could lead to a conflict.
Law Applicable	Section 164 of Companies Act, 2013	Section 184 of Companies Act, 2013
When Required	At appointment and every year thereafter.	At the first Board Meeting every year and whenever a new interest arises.
Type of Information	Declares qualification to act as director.	Discloses interests in other companies/firms/entities.
Record Keeping	Internal records of the company.	To be maintained at the registered office for 8 years.
Penalty for Non-Compliance	₹1 lakh penalty if eligibility is not disclosed.	₹1 lakh penalty for failure to disclose interests.

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Real-Life Example: Penalty for Non-Disclosure

Recently, M/s Pearce Services Global Private Limited faced action from the Registrar of Companies (ROC), Chandigarh.
The company’s directors failed to file the necessary disclosure of interests during the first board meeting of FY 2022-23.
As a result, under Section 184(4) of the Companies Act, a fine of ₹1 lakh was imposed on each of the three directors.
This case clearly shows how important timely disclosure is — skipping this small formality can result in big financial penalties.

Conclusion

Filing Form DIR-8 and MBP-1 is an essential part of private limited companies’ compliance under the Companies Act, 2013. It ensures transparency, prevents conflicts of interest, and strengthens corporate governance practices. Directors must fulfill these obligations sincerely to avoid penalties and maintain trust with stakeholders. Timely and accurate filings support the long-term success of any company in India.

Why Choose E Accountax Manager?

At E Accountax Manager, we specialize in helping businesses stay compliant with the law. If you own a private limited company in Rajasthan, our expert team ensures that your filings like DIR-8 and MBP-1 are handled accurately and promptly. We offer personalized guidance and dedicated support, making us a reliable partner for your company’s compliance journey.

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FAQs

1. When should directors submit Form DIR-8 and Form MBP-1?

Form DIR-8 must be submitted before appointment and every year thereafter at the first Board Meeting. It must also be updated immediately if a disqualification arises.

Form MBP-1 must be given at the time of appointment, during the first Board Meeting each year, and whenever there’s a change in interest (e.g., acquiring new shares or becoming a director elsewhere).

2. Who signs Form DIR-8 and MBP-1?

Form DIR-8 is signed only by the concerned director as a declaration.

Form MBP-1 is signed by the director and usually acknowledged by the MD, WTD, or Company Secretary.

3. Are these forms required for all companies?

Yes. Whether it is a private limited company, public limited company, or a foreign company operating in India, both forms must be filed to ensure full compliance.

4. What happens if directors fail to file these forms?

Not submitting Form DIR-8 can lead to disqualification from holding the post of director for five years if certain defaults happen (like not filing annual returns for 3 years).

Not submitting Form MBP-1 can attract a penalty of ₹1 lakh per director.

5. Are Form DIR-8 and Form MBP-1 filed with the government?

No. These forms are not submitted to the Ministry of Corporate Affairs (MCA).

Form DIR-8 stays in the company’s internal records.

Form MBP-1 is entered in the company’s Register of Contracts and kept safely at the registered office for at least 8 years.

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