Directors are appointed by the shareholders of a company for the management of a company. A Private Limited Company is required to have a minimum of two Directors and a Limited Company is required to have a minimum of three Directors. On the other hand, a Limited Liability Partnership (LLP) has Designated Partners and Limited Liability Partnership Act, 2008 requires each LLP to have a minimum of two Designated Partners. Appointment or removal of a Director or Designated Partners is thus required due to various reasons.
Change in Directors Application Preparation
Change in Directors Application Filing
ROC Registration Fees
The appointment of a new director should be first approved in the Annual General Meeting and the Board of Directors of the company, stating and justifying the grave need of appointing a new director. The passed resolution in this connection should be informed to the proposed director as earlier as possible. Again, the new director shall give a written consent for acting as a director in the company in Form DIR-2.
In case of resignation from the Board of Directors, the resigning director has to give a notice to the BD, and the company is required to conduct a board meeting and then a general meeting to inform about the said resignation and approve the same through taking a resolution by a simple majority. The resigning director also needs to submit a copy of the specified resignation to the concerned ROC in Form DIR-11, within 30 days.
In either of the cases of resignation or appointment, the related company is required to submit a copy of the resolution taken in board meeting or general meeting of shareholders, along with the Form DIR-12 to the concerned ROC, within 30 days from the effect of the resolution.
Lastly, the related company needs to make necessary entries in its Register of Directors, maintained in accordance with the provisions of the Section 170 of the new Indian Companies Act of 2013.
Change of Directors
A Director of a Company must be above the age of 18 and must have a Director Identification Number. The person can be an Indian National or a Foreign National.
A Private Limited Company must have a minimum of two Directors at all times. A Limited Company must have a minimum of three Directors at all times.
A Digital Signature, signed affidavit from the proposed Director and information about the identity and address of the Director is required.
A company can remove a Director by passing an ordinary resolution in an Annual General Meeting or an Extraordinary General Meeting. Ordinary resolutions can be passed by a simple majority. Once a resolution is passed, the company must file the resolution along with the necessary forms to the Ministry of Corporate Affairs to remove a Director.
A New Director can be added to the Board of Directors by passing an ordinary resolution in an Annual General Meeting or an Extraordinary General Meeting. Ordinary resolutions can be passed by a simple majority. Once a resolution is passed, the company must file the Resolution along with the necessary forms and the Digital Signature of the Managing Director or Secretary of the Company, to the Ministry of Corporate Affairs to appoint a Director.