Change in Directors

Change in Directors

Change in Director as per Companies Act 2013:

we understand that the composition of directors in a company may change over time due to various reasons, including resignations, retirements, or new appointments. As per the Companies Act 2013, it is essential for companies to follow specific procedures and comply with legal requirements when making changes to the directorship.

An overview of the process and requirements for a change in director as per the Companies Act 2013.

Resignation of Director: When a director decides to resign from their position, the following steps are involved:

  • The resignation of a director may be considered by him giving the company a notice in writing regarding the reasons for such resignation.
  • The Board of Directors, on receipt of the notice given by the director, must present the same in the General Meeting to the shareholders so that they are informed of the same.
  • In the General Meeting, the fact regarding the resignation of the director must also be placed in the report of the directors laid before the shareholders.
  • The Company must also file Form DIR – 12 with the Registrar within 30 days of the date of resignation.
  • The effective date of resignation here will be the latest of:
    – The date on which the notice is received by the company.
    – The date specified in the notice.

The director will submit Form DIR – 11 along with the prescribed fees including a copy of his notice of resignation and the detailed reasons for the same to the Registrar of Companies (“RoC”) in less than 30 days from the date of resignation.

Appointment of Director:

When appointing a new director to the company, the following steps are typically followed:

  • Process of Appointment: A director can be appointed in various ways, including at the time of incorporation, by the board of directors, or by the shareholders.
  • Consent and Declaration: The newly appointed director provides their consent to act as a director and submits a declaration of their eligibility and non-disqualification.
  • Board and Shareholder Meetings: The board of directors holds a meeting to approve the appointment and records the necessary resolutions. In some cases, shareholder meetings may be required to approve the appointment, depending on the company’s articles of association.
  • Filing of Forms: Within 30 days of the appointment, the company must file the appropriate forms, such as Form DIR-12, with the RoC. This form informs the RoC about the appointment of the new director.

Documentation and Compliance:

During the process of a change in director, certain documentation and compliance requirements must be met:

  • Forms DIR-11 and DIR-12: These forms are filed with the RoC to inform them about the director’s resignation and appointment, respectively.
  • Consent and Declaration: The newly appointed director provides their consent to act as a director and submits a declaration of their eligibility and non-disqualification.
  • Timely Filing: It is important to ensure that the necessary forms and documents are filed with the RoC within the prescribed timeline of 30 days from the resignation or appointment.

Conclusion:

we recognize the significance of adhering to the legal requirements outlined in the Companies Act 2013 when making changes to the directorship of a company. Our team of experienced professionals can assist you in navigating the process smoothly, ensuring compliance with the law and maintaining the integrity of your company’s directorship. Contact us for expert guidance and support regarding changes in directorship as per the Companies Act 2013.

 

FREE CONSULTATION

Enquire now