Change of Directors
Expert assistance for appointment and resignation of directors — DIR-12 filing, DIR-11 resignation intimation, DIN application, board resolution, and ROC compliance. All changes processed within 7–10 working days.
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What is Change of Directors in a Company?
Directors are the key management personnel of a company who are responsible for its governance and operations. The Companies Act, 2013 provides a detailed framework for appointment, resignation, and removal of directors. Any change in the board of directors — whether appointment, resignation, removal, or casual vacancy — must be intimated to the Registrar of Companies (ROC) through Form DIR-12 within 30 days of the change. When a director resigns, the resigning director can also file DIR-11 directly with the ROC as a safeguard. Before appointment, the incoming director must have a Director Identification Number (DIN) under Section 154 of the Act. Disqualification under Section 164 can prevent a person from being appointed as a director. The company must update the Register of Directors (Form MBP-1) and the statutory register within 7 days of the change.
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Key Aspects of Director Changes
Appointment of Director
New directors can be appointed by the Board (additional director) or at an AGM. DIR-12 must be filed within 30 days. New director must have DIN and consent in DIR-2.
Resignation of Director
Director can resign by submitting written resignation to the company. Company must file DIR-12. Resigned director can independently file DIR-11 to intimate ROC.
DIN Requirement
Every director must have a unique Director Identification Number (DIN) obtained via the MCA portal. DIN must be active — DIR-3 KYC must be filed annually.
Removal of Director
A director can be removed by shareholders via Special Resolution at EGM under Section 169. 28 days notice required. Board cannot remove a director appointed by shareholders.
Eligibility & Requirements
How to Appoint or Remove a Director
Every director change — appointment, resignation, or removal — must be formally executed and filed with the ROC within 30 days.
1Step 1: Obtain DIN for New Director
If the incoming director does not have a DIN, apply for one via the MCA portal using PAN, Aadhaar, and photograph. DIN is allotted within 1–3 working days.
2Step 2: Pass Board Resolution
Hold a Board Meeting to formally appoint the new director or accept the resignation. Record minutes and obtain DIR-2 consent letter from new director.
3Step 3: File DIR-12 with ROC
File Form DIR-12 with the ROC within 30 days of the change. Attach Board Resolution, DIR-2, and proof of appointment/resignation.
4Step 4: Update Statutory Registers
Update the Register of Directors (MBP-1) and company records. Intimate banks, auditors, and other stakeholders of the director change.
We ensure all director changes are properly documented, filed, and updated across GST, bank, and other regulatory records.
Documents Required
New Director Documents
- PAN Card and Aadhaar Card
- Passport size photograph
- Address proof (bank statement or utility bill)
Resolution Documents
- Board Resolution (appointment/acceptance of resignation)
- DIR-2 Consent to Act as Director
- Disqualification Declaration (Section 164)
MCA Filing Documents
- Form DIR-12 with all attachments
- Form DIR-11 (filed by resigning director)
- DSC of authorized signatory
Post-Registration Compliance
Minimum Director Requirement
A Pvt. Ltd. must have at least 2 directors and a Public Ltd. at least 3 directors at all times. Dropping below the minimum requires immediate appointment.
Resident Director Requirement
Every company must have at least one director who has stayed in India for at least 182 days during the immediately preceding financial year.
Independent Director Requirement
Listed companies and certain prescribed companies must have at least 1/3rd independent directors on the board as per SEBI LODR and Companies Act.
Annual DIR-3 KYC
All directors with a DIN must file DIR-3 KYC annually by 30 September. Failure results in DIN deactivation and inability to sign MCA forms.
Common Questions
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