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Change in Directors Online

We provides information regarding the chnage of Director legal procedure and guidelines in India. From getting a DIN for the new director, drafting the resolution, to filing Form DIR-12, we take care of everything!


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Change of Director in Company: Overview, Process, Documents required

A company is a legal entity that is controlled and run by natural people known as directors. The board of directors is in charge of a company's management. Depending on the needs of the business or the shareholders of the company, a firm may be needed to nominate more directors to its board from time to time. A board of directors is a group of a company's individual directors.

We have a team of experienced and skilled specialists who can assist you in navigating the process so you can make the right decisions for your business. We provide competitive pricing and discounts, making our services more affordable. We're always happy to answer any inquiries or address any issues you have about resigning directors in India. Contact us today to learn more about how we can help businesses!


Director of a company

A person appointed to the Board of Directors is referred to as a "Director" under Section 2 (34) of the Companies Act of 2013. A "Director" is appointed to carry out the responsibilities and activities that a company's director performs in line with the Companies Act of 2013.

Directors are normally nominated by the company's shareholders in accordance with the applicable requirements of the Companies Act 2013 to guarantee that the company's day-to-day activities are carried out efficiently. They have a fiduciary duty to the company and its shareholders, which means they are responsible for conducting the company's operations in a way that ensures success and profitability while also boosting the company's image and reputation.

The change in the directorship of a company is possible at any time as and when needed. The change can be either voluntarily or through demand. The demand arises in case there is a requirement for an expert on the board or due to the resignation or death of an existing director.

It is possible to add or remove a director from the company at any time. While the articles of incorporation should have provisions allowing it, the Articles of Association and Companies Act provisions dictate how and who can be appointed as a new director. Additional director appointment to the company involves following a bunch of procedures.

Why Should a Company's Directors Be Replaced?

Common reasons for adding or changing directors in a company:

Recruiting fresh talent

As your company develops and evolves, you will need to hire new employees to fulfill the increased demands and difficulties. It's reasonable to wish to increase or modify top-level management.

There is no dilution of ownership.

Directors are largely in charge of a company's day-to-day operations. Adding or nominating a new director allows shareholders to delegate greater operational duties while maintaining strategic oversight.

Existing directors' inefficiency

It is possible that the current directors are unable to satisfy the demands of the job owing to retirement, family troubles, medical illnesses, or other personal reasons. In such instances, you must appoint new directors.

To meet the statutory limit

Every sort of business requires a set number of directors. In the event that a current director dies unexpectedly or wants to retire, you will need to appoint another director to your firm.

The Process of Appointing a Company Director:

Adding a director is a more involved procedure than one may expect.

Step 1: Determine whether the company's articles of incorporation (AOA) allow for the inclusion of an extra director. If there are no such provisions in the business's AoA, then change the firm's AoA to allow for the inclusion of an extra company director.

Step 2: The prospective director must sign a director appointment form indicating his or her willingness to serve as director.


Step 3: Under company law, the firm must approve a board resolution for the selection of directors.

Step 4: Obtain the new director's DSC (Digital Signature Registration) and DIN (director identification number).

Step 5: Gather the necessary papers and information for the procedure and complete Form DIR-2, Form DIR-12, and Form DIR-8 at ROC.

Addition of a Director

Board Meeting: 

  • At least 7 days before to the meeting, notice of the agenda must be issued to the directors at their respective registration addresses.

  • Pass a Board Resolution calling for a General Meeting at which the director will be appointed.

  • Notice of the meeting's specifics, including the agenda, date, time, and location, shall be issued to shareholders.

Annual General Meeting/Extraordinary General Meeting:

After the Board Meeting, the person designated to distribute the notice of the General Meeting ("GM") may send the notice to all of the following:

  • Directors

  • Shareholders

  • Auditors

The notice of the general meeting must be provided at least 21 days before the date of the meeting. However, a shorter notice time may be granted if and only if the permission of at least 95% of the members eligible to vote at the meeting is obtained.

  • Within 30 days of the appointment, Form DIR - 12 must be filed to the Registrar.

Prerequisites for becoming a Director:

  • DSC

  • DIN

Director Resignation (Section 168 of the Companies Act 2013)

  • A director's resignation may be regarded if he gives the business written notice of the grounds for his departure.

  • On receipt of the director's notice, the Board of Directors must communicate it to the shareholders in the General Meeting so that they are aware.

  • The fact of the director's resignation must be included in the directors' report presented to the shareholders at the General Meeting.

  • Within 30 days following the date of resignation, the Company must additionally submit Form DIR - 12 with the Registrar

  • The effective date of resignation will be the later of: 

    • the day the notice is received by the company; and

    • ​the date mentioned in the notice.

  • In fewer than 30 days from the date of resignation, the director will submit Form DIR - 11 to the Registrar of Companies ("RoC") together with the necessary fees, including a copy of his notice of resignation and the specific reasons for the same.

Removal of a Director (Section 169 of the Companies Act 2013)

  • Removal occurs only before the director's tenure expires. This can be accomplished by passing an ordinary resolution at the shareholders' meeting, but only after providing the director with a reasonable opportunity to be heard.

  • A) Notice of the resolution - 

    • At least 7 days prior to the meeting, a notice of the resolution for the removal of the director will be distributed to all relevant people. 

    • Where delivery of the notice is impossible due to unavoidable circumstances:

  1. It may be published in newspapers. (One in English, the other in the local language)

  2. The notification must be made available on the company's website. 

  • When this notice is received, the firm will send a copy to the relevant director. 

  • They will have the right to be heard at the General Meeting where the resolution will be voted on.

  • B) Written Representation- 

    • The director may make a written representation opposing his removal.

    • He may also request that the representation be distributed to all members.

    •  A notice will have to be sent to the members about this.

    • He may request that it be read aloud during the meeting if circulation is not possible.

  • C) Filing with the ROC

    • Form DIR-12 must be filed with the Registrar within 30 days of the director's resignation date, along with the appropriate fees and attachments.


Documents Required for Change of Director:

  • Passport: mandatory for a foreign applicant.

  • Identification proof (PAN card)

  • Proof of residence (electricity bill, rental agreement, Aadhar Card, voter ID, passport, driving license)

  • Passport size photograph

  • Digital signature certificate of the proposed director

  • PAN card: mandatory for an Indian applicant


FAQs on Change of Director services

Question: Should I get a new DIN if I already have one?
Answer: No, a DIN, or director identification number, is assigned permanently and may be used indefinitely. The same number may be used for many appointments and resignations once it has been assigned.

Question: Can a corporation designate another corporation to serve as its working director?

Answer: No, according to the businesses Act of 2013, only people are permitted to act as directors of public and private limited businesses

Question: Is it possible for someone with a criminal past to become a director?

Answer: Yes, a person with a criminal past can be a corporate director as long as they are not explicitly barred by a court order.

Question: What is the bare minimum of directors that a firm should have?

Answer: The number of directors necessary is determined on the type of company. It is one for a one-person corporation, two for a private company, and at least three for a public company.

Question: Is it possible for a firm to appoint a foreigner or an NRI as a director?

Answer: Yes, an NRI or foreign national may be appointed as a director of a private limited company as long as there is at least one Indian resident on the board. They must have a valid passport and a DIN to do so.

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