Introduction

Directors are appointed by companies shareholders with the purpose of running a company. The Companies Act, 2013 mandates that a Private Limited Company must have a minimum of 2 directors. The Articles of Association of a company should contain provisions for adding or removing of directors. Any person above the age of 21 years is eligible for becoming a director. In this blog, we will talk about the process of how to change a director of a company in India.

Brief of Change in Director of a Company

A change in directors is the process by which new directors are appointed to conduct the functions of the company. THe board of directors of a company may change for various reasons, and the change is formalized by passing by passing a special resolution for appointment through the Company’s Articles of Association (AOA). The provisions of the Companies Act, 2013 govern the appointment and resignation of the directors of a company. If the company’s directors change, the change must be reported to the Registrar of Companies (ROC).

How to Change a Director of a Company in India?

The Companies Act, 2013, along with the Companies (Appointment and Qualifitation of Director) Rules, 2014, outlines the procedure for changing the Directors in a Company. The process for adding a Director in a Company Registered in India involves the following steps:

1. Board Meeting

The manifesto for the meeting must be sent to the directors at least 7 days in advance to their respective registered addresses. A Board Resolution must be passed, calling for a General Meeting at which the Director will be appointed. The shareholders must be given notice of the meeting, including manifesto, venue, date and time.

2. Annual General Meeting or Extraordinary General Meeting

When a company needs to hold a General meeting (GM), the person designated to distribute the notice of the meeting must send the notice to the auditors, shareholders, and directors. The notice of General Meeting must be sent out at least 21 days before the date or day of the meeting. A shorter notice period may be given if the permission of at least 95% of the members entitled to vote at the meeting is secured. The consent can be electronically or writing.

The resolution will be passed at the GM, with the shareholder approval. Then within 30 days of the appointment of a Director for a Company, the company will file Form DIR 12 with ROC.

Insights on Form DIR-12 and DIR-11

Form DIR-12 is used to notify the Registrar of Companies (ROC) about the appointment or change or resignation of directors or key managerial personnel (KMPs). The form requires the following information to be mentioned:

• Company’s Information
• Details on the number of directors, managers, and so on.
• The date of termination or if applicable, the date of appointment
• Director Identification Numbers (DINs) and Digital Signature Certificates (DSCs) must be affixed where applicable.

The following documents are needed to be attached to this form:

• Director declaration that needs to be appointed.
• If there is a removal or resignation of a director:
• Resignation letter
• Proof of cessation
• Any additional optional attachments.

On the other hand, Form DIR-11 is used to notify the ROC of the director’s resignation. The form requires the following information to be entered:

• Company Information
• The resigning director’s DIN
• The date on which the resignation was filed with the company
• The reasons for resignation

The following documents that need to be attached to the form:

• Resignation notice submitted to the company
• Proof if dispatch
• If any, acknowledgement from the company
• Any additional optional attachments

Pvt Ltd Company Registration in India is the process of legally establishing a private limited company. It involves obtaining a Director Identification Number (DIN) and Digital Signature Certificate (DSC), getting name approval, drafting the Memorandum of Association (MOA) and Articles of Association (AOA), filing incorporation documents, and obtaining the Certificate of Incorporation. Additional steps include obtaining a PAN and registering for GST. Professional assistance is advisable for a smooth and compliant registration process.

Conclusion

When there is a change in company’s directors, whether it is an appointment or resignation, there is an obligation to submit an extracted copy of the resolution passed in a meeting of the Board of Directors or a GM of shareholders. The required form must be submitted to the ROC officials withing 30 days of the date of the board meeting or the effect of the resolution in case of a shareholders meeting.