What is the meaning of Director Change?

Directors of a company are living person entrusted by the shareholders to manage the affairs of the company. The appointment of Directors can be required for a company from time to time based on the requirements of the shareholders of the business

Need for Director Change of the Company:

The need for director change may arise in the following situations:

  • Appointment of director by the board
  • Appointment of director by shareholders
  • Resignation of director
  • Death of a director

The appointment of a director shall be as per the provisions of Companies Act, 2013, regulations and procedure laid down in the AOA of the Company

STEPS

Steps Involved for Director Change:

Step-1: Convene the Meeting of Board of Directors of the Company:

Preparation of Board Meeting notice, agenda and convene the board meeting to make application in form DIR-3 for allotment of DIN for new director.

Step-2: Pass the board resolution for making application for allotment of DIN for New Director:

At the duly convened meeting of the board of directors of the Company, the resolution to be passed for making application for allotment of DIN for appointment of new director.

Step-3: Filing of Form DIR-3 with RoC:

After passing board resolution, the Company is required to make application in Form DIR-3 for allotment of DIN of new director along with certified copy of board resolution, address proof, identity proof of new director.

Step-4: Convene the Meeting of Board of Directors of the Company:

Preparation of Board Meeting notice, agenda and convene the board meeting to take note of allotted DIN to director and approve the resolution of appointment of additional director and accept the resignation of director if any.

Step-5: Pass the board resolution for appointment of an additional director and accept the resignation of director, if any:

At the duly convened meeting of the board of directors of the Company, the resolution to be passed for appointment of an additional director of the company and take note of the resignation provided by the existing director of the Company, if any.

Step-6: Filing of Form DIR-12 with RoC:

Within 30 days of passing board resolution, the Company is required to intimate the change director change i.e. appointment of new additional director and resignation of director with the RoC in Form DIR-12 along with certified copy of board resolution and other requisite attachments.

Documents

Documents Required for Director Change:

  • List of directors of the Company.
  • Address Proof of Proposed New Director.
  • Identity Proof of Proposed New Director.
  • Passport Size of Proposed New Director.
  • Signed resignation letter by the existing director, if any.
  • Digital Signature (DSC) of any one of the Existing Director of the Company.
  • Digital Signature (DSC) of New Director of the Company.
  • Digital Signature (DSC) of Resigning  Director of the Company, if any for filing form DIR-11.