Change Director Online

BizlawIndia is the largest legal services provider platform. we have almost 16000+ Incorporation in the last 7 years. You can get 100% satisfaction with our work

Request A Call Back

Procedure for Director Change in a Company

Changing a director in a company involves several legal and procedural steps, as per the Companies Act, 2013. This process can include adding a new director, removing an existing one, or replacing a director who has resigned.

Types of Director Changes

Appointment of a New Director
Resignation of an Existing Director
Removal of a Director

Let’s break down each scenario:

Appointment of a New Director

Step 1: Obtain Digital Signature Certificate (DSC)

If the proposed director doesn’t already have a DSC, it needs to be obtained. A DSC is essential for signing electronic forms on the Ministry of Corporate Affairs (MCA) portal.

Step 2: Obtain Director Identification Number (DIN)

Apply for a DIN if the proposed director doesn’t have one. This can be done using Form DIR-3, along with the director’s PAN, address proof, and a photograph.

Step 3: Board Meeting

Conduct a board meeting to pass a resolution for appointing a new director. The proposed director must provide their consent to act as a director using Form DIR-2.

Step 4: File Forms with ROC (Registrar of Companies)

File Form DIR-12 within 30 days of the appointment, attaching the consent letter (DIR-2) and certified copies of the board resolution.

Step 5: Update Registers and Records

Update the company’s statutory register to reflect the appointment of the new director.

Resignation of an Existing Director

Step 1: Resignation Letter

The director wishing to resign must submit a resignation letter to the Board of Directors.

Step 2: Board Meeting

Convene a board meeting to discuss and accept the resignation. A board resolution must be passed, acknowledging the resignation.

Step 3: File Forms with ROC

The company must file Form DIR-12 within 30 days, along with the resignation letter and the board resolution.
The resigning director is also required to file Form DIR-11 with the ROC within 30 days, detailing their resignation and reasons for it.

Step 4: Update Registers and Records

Update the statutory register to reflect the resignation of the director.

Removal of a Director

Step 1: Notice for Removal

A director can be removed before the expiry of their term by passing an ordinary resolution in a general meeting. A special notice must be issued to all members and the concerned director.

Step 2: Conduct a General Meeting

Hold a general meeting and pass the resolution for the removal of the director. The concerned director must be given an opportunity to present their case.

Step 3: File Forms with ROC

File Form DIR-12 within 30 days, along with a copy of the ordinary resolution.

Step 4: Update Registers and Records

Update the company’s statutory register to reflect the removal of the director.

Key Forms Used in Director Change

Form DIR-2: Consent to act as a director
Form DIR-3: Application for Director Identification Number (DIN)
Form DIR-11: Notice of resignation by a director
Form DIR-12: Particulars of appointment/resignation/removal of a director

Important Points to Note

Ensure that the company’s Articles of Association (AoA) are checked for any clauses related to the appointment or removal of directors.
A director’s resignation is effective from the date mentioned in the resignation letter or when the company receives it.
The resignation or appointment must be communicated to the ROC within the stipulated time frame (30 days) to avoid penalties.

Documents Required for Resignation of an Existing Director

Resignation Letter: The director’s resignation letter addressed to the company.
Board Resolution: Certified true copy of the board resolution accepting the resignation.
Form DIR-11: Notice of resignation filed by the resigning director (optional but recommended)
Form DIR-12: Filed by the company with the Registrar of Companies (ROC) for updating the resignation.
Acknowledgment Letter: Acknowledgment of the receipt of the resignation letter by the company (if applicable).

Request A Call Back

Business Registration Related Services

Bizlaw India Provide a Complete Business Solution

Private Limited Registration

GST Registration

MSME Registration

Trademark Registration

Website Design

Private Limited Compliance

Frequently Asked Questions

Can a director be appointed without a DIN (Director Identification Number)?

No, a DIN is mandatory for anyone to be appointed as a director in an Indian company. If the individual does not have a DIN, they must apply for it before the appointment.

What is the time frame for filing the changes with the Registrar of Companies (ROC)?

The company must file Form DIR-12 with the ROC within 30 days of the appointment, resignation, or removal of a director.

Is there a fee for changing a director?

Yes, there is a government filing fee for submitting Form DIR-12 to the ROC. The amount may vary based on the company’s authorized share capital.

What happens if the company fails to notify the ROC about a director change?

Failure to notify the ROC within the stipulated 30 days can result in penalties and fines for the company and its officers in default.

Can an individual be appointed as a director in more than one company?

Yes, an individual can be appointed as a director in multiple companies. However, a person cannot hold directorship in more than 20 companies simultaneously, with a maximum of 10 being public companies.

Is a board meeting necessary to appoint a director?

Yes, a board meeting is required to pass a resolution for appointing a director. For companies with shareholders, their approval may also be necessary in certain cases.

Can a company appoint a director who is a foreign national?

Yes, a foreign national can be appointed as a director in an Indian company. However, they must have a valid DIN and comply with all requirements under the Companies Act, 2013.

What documents are required from the resigning director?

The resigning director must provide a resignation letter, and they may also file Form DIR-11 with the ROC. The company will then file Form DIR-12 with the ROC, along with the resignation letter and board resolution.

Can a director who has resigned be reappointed later?

Yes, a resigned director can be reappointed to the company, provided they meet the eligibility criteria and the company’s shareholders or board approve the appointment.