Director Change

A director change in a company involves the appointment of a new director or the resignation of an existing one. This process is governed by the Companies Act, 2013.

Key Steps Involved in Director Change:

1. Board Resolution:

   • The board of directors must pass a resolution to appoint a new director or accept the resignation of an existing director.
   • The resolution should specify the reasons for the change and the details of the new director, if applicable.

2. File Form DIR-12:

   • This form is used to notify the Registrar of Companies (RoC) about the appointment or resignation of a director.
   • The form requires details of the director, including their PAN, Aadhaar number, and address.
   • It also requires details of the company, such as its CIN and registered office address.
   • The form must be digitally signed by the director and filed electronically with the RoC.

3. Verification and Approval:

   • The RoC verifies the information provided in the DIR-12 form.
   • Upon verification, the RoC approves the director change.

4. Update Company Records:

   • The company must update its records, such as the register of directors and the minutes book, to reflect the change in directors.

Important Considerations:

• Director Identification Number (DIN): A new director must obtain a DIN before being appointed.
• Director's Consent: The new director must give their consent to be appointed.
• Director's Disqualification: The new director should not be disqualified from holding the position of a director.
• Compliance with Regulations: All procedures must be followed in compliance with the Companies Act, 2013 and its rules.
• Timely Filing: DIR-12 must be filed within 30 days of the appointment or resignation of a director.