Director Change Services

Choose the Plan Best Suited for Your Business

What Our Clients Are Saying About Our Services

Why Do We Need Director Change In A Company?

There could be the following reasons why your company or organization need to go for a director change; 
1. A director has resigned and someone should replace him.
2. The role of the existing director is changed and so you have to appoint a new director in his place.
3. You are appointing a fresh director because of business requirements.
4. An existing director is being removed and a new director has to be appointed.

Also Learn: A Quick Guide to GST Registration Number: Benefits and Compliances

What are the Steps Involved in Director Change in India?

The Ministry of Corporate Affairs or MCA is a governing body for such types of changes and it has set up some legal procedures under Companies Act, 2013 for Director Change which are as below.

1. Board Meeting A board meeting is required where all the directors have to present to assess the necessity of the change and approval of the appointment of a new director. After the meeting, the board has to conclude with a board resolution. 
2. Consent to Act as Director: The person who is being appointed as a director has to submit their written consent in a prescribed format. 
3. Approval of Shareholders (if applicable): Shareholders’ approval is required for removal of a director or making some certain changes which should be made known to the shareholders. Such approvals can be taken via an AGM or special meeting.
4. Filing Forms with MCA; For the appointment of the director; We have to file DIR-12 along with DIR-2 ( consent form to act as a director) within 30 days of the appointment.

• For the resignation of the director; we have to file DIR-12 within 30 days of the resignation.
• For the removal of the director; We have to file DIR-12 after passing a resolution and obtaining the approval from the shareholders.
• In case of Change in the designation of the director; We have to file through  DIR-12 for change in the designation of the director.

   5. Make in Company Records:

Everytime any decision is taken, it has to be recorded in the company’s internal register of directors along with the minutes of the board meetings.

Also Learn: 7 Proven Strategies for Tax Planning For Corporates

What Are The Documents Required for Director Change?

1. Board Resolution (for appointment, resignation, or removal).

2. DIR-2: Consent form to Act as Director (for new appointments).

3. DIR-8: Declaration form by Director of Non-Disqualification (for new appointments).

4. Resignation Letter of the Director.

5. Proof of Identity and Address. For the newly appointed director.

6. Shareholder Resolution. In case of the removal of a director.

7. DIR-12 Form: This is for filing the changes with MCA.

Also Learn: A Quick Guide to StartUp India Registration

What are the Different Key Forms for Director Change in India?

1. DIR-12:

A) This is used to notify the Ministry of Corporate Affairs about the removal, resignation or appointment of the director.

B) It must be filled and submitted to MCA within 30 days of the change.

2. DIR-2: 

This is used to notify the MCA that consent has been taken from the director to act as a director.

3. DIR-8: 

This is a form about the intimation by a director that he is not disqualified under section 164(1) or section 164(2) of the Companies Act, 2013.

4. MGT-14:

This form is filed with the MCA for approval of the resolution passed by the shareholders (in case of removal of a director or change in their role).

Also Learn: A Quick Guide to Pvt Limited Company

Procedure for Appointment of The Director

1.Hold Board Meeting:

A board meeting is done to discuss and approve the appointment of a new director. The director who is being appointed submits the DIR-2 and DIR-8.

2. Pass Shareholder Resolution (if required):

For a director appointed in an AGM or to fill a casual vacancy, shareholders must approve the appointment through a resolution.

3. File DIR-12: It should be filled within 30 days of the appointment of the new director. It means if the director is appointed on 1st of April, the DIR-12 has to be submitted within 30 days or before 1st May. 

Also Learn: What is a Limited Liability Partnership or LLP

What is The Procedure for Resignation of Director?

1. Submission of  Resignation of the Director:

The director submits a resignation letter to the board.

2. Hold Board Meeting:

The board approves the resignation of the director, and it is noted in the minutes of the meeting.

3. File DIR-12:

The company must file DIR-12 with the Ministry of Corporate Affairs within 30 days of the resignation of the director.

Also Learn: An Ultimate Guide to OPC (One Person Company)

What is The Procedure for Removal of Director?

1.Board Meeting:

The board decides to remove the director and passes a resolution to this effect.

2.Special Resolution (if applicable):

If required, a special resolution must be passed by the shareholders at the general meeting, especially in case of a director’s removal before the expiry of their term.

3.File DIR-12:

Once the resolution is passed, DIR-12 must be filed with the Ministry of Corporate Affairs to notify them of the removal.

What are the Important Deadlines and Penalties to Know for a Change of Director?

How FileAbhi.Com can help you out in your Director Change Process?

1. FileAbhi’s Expert Guidance on Compliance

FileAbhi.com has experienced teams to guide you in the director change process by;

1. Complying with legal requirements of appointing, resigning, or removing a director.
2. Fulfilling all the requirements set in Companies Act 2013.
   

2. Preparation of documents

The FileAbhi.com team will assist you in preparing all the documents as set by the Companies Act and MCA to carry on the director change process as such;

1. Board resolutions for appointment, removal and resignation of the director.
2. Preparing DIR-2 i.e. consent form for new directors.
3. Preparing DIR-8.
4. Resignation letters for the outgoing directors.
5. And any such documents or notices which may be required from time to time.

3. Filing DIR-12 with Ministry of Corporate Affairs

We ensure that the form is filled accurately and submission is done on time with MCA for DIR-12 which is mandatory for notifying the MCA about any director changes. For it we;

1. Prepare the form with all the necessary details.

2. Uploading all the supporting documents for example resolutions and consent letters.

3. Handling the complete filing process, reducing the risk of errors or penalties.

4.  Ongoing support

By opting into the services of FileAbhi, you will get 100% on-time support in maintaining all the compliances which may require to be fulfilled with MCA from time to time.

5. FileAbhi.Com services can save you time time

1. By taking the director change services of FileAbhi.com, you can save a lot of your valuable time and also get relieved from the cumbersome process.
2. We will also manage the follow-ups with MCA and will act promptly to make the process smooth and efficient.