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An Overview of Change in Directors

A company is an artificial person. A living person has a mind and hands with which he carries out his acts, allowing him to make any decision and have knowledge and intention. On the other hand, a corporate entity as an artificial person lacks all of these characteristics. As an outcome, it must act through a living human. The directors are in charge of the company's operations.

A director is a person who regulates the overall operation of any organisation by utilising various abilities or attributes and plays a significant in the path of success of any organisation. A director is appointed by the company or entity to manage the day-to-day operations of an organisation in accordance with the terms of the Companies Act, 2013. The company's directors are accountable to the company and its shareholders for managing and directing the company's activities in a way that ensures the company's success and profitability while also growing the organization's goodwill. Any change in directors of the company needs to be reported to the concerned ROC at the time of alteration. A corporation can intimate a change in the Board of Directors by filing e-Form DIR-12 with the Registrar of Companies (ROC) within 30 days from the date the resolution for change in director is moved in the company meeting.

Director Meaning

Section 2 (13) of the Companies Act of 1956 states that a director is any person exercising the function of Director, by whatever name called. The Articles of Association cover their appointment, duties, retirement rights, and remuneration.

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Section 160 of the Companies Act of 2013: Change in Directors

The process for appointing a member in the company as a director other than a retiring director is outlined in Section 160 and Rule 13 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Procedure for appointment of new director

  • Apply for DIN, also known as Director Identification Number, by filing form DIR-3. Section 66A and Section 266B of the Companies Act of 2013 talks about DIN.
  • Holding Board meetings and pass the necessary resolution.
  • Hold a general meeting, not less than 21 days prior to the meeting date, all stakeholders must get notice of the general meeting. During such a general meeting, the appointment of a director is noted by adopting the necessary resolution.
  • Issue the letter of appointment to the director.
  • File E-form DIR-12 within 30 days of appointment.
  • Note: DIR-12 needs to be filled with a copy of CTC, Consent, and director's letter of appointment.
  • File E-Form MGT-14 for disclosure of interest of director in MBP-1.

Qualifications for the appointment

  • A director must be a person of sound mind.
  • Only an individual or a person can be appointed as a director as per Section 149.
  • Director must be a solvent person,
  • He must not have been convicted of any offence by any court.

Section 168 of the Companies Act of 2013: Change in Directors

The Section 168 of the Companies Act of 2013's provides a comprehensive explanation of the resignation of directors, which was missing from the original Act of 1956.

Procedure for the resignation of the director

  • The director is required to inform the company of his intention to resign by providing a notice along with a letter explaining his reason for leaving.
  • The resignation will come into effect only from the receipt date of notice by the company.
  • The resigning director is required to file DIR-11 to ROC intimating about his resignation.
  • The company, after receiving the notice of resignation, shall take it into effect on the receipt and pass a necessary resolution for the approval of the same.
  • The company has to file DIR-12 within 30 days of the effective date of resignation.

Section 169 of the Companies Act of 2013: Change in Directors

Section 169 of the Indian Companies Act, 2013, states the overall procedure for the director removal. The section gives share holder a right to remove the director by passing a resolution in a general meeting.

Procedure for the removal of the director

  • Shareholders can remove the directors by passing an ordinary resolution in general meeting.
  • Special notice of the intentions of removing directors is required to be given by the shareholders.
  • The company, after it received the notice, shall send the notice to all the members, at least 7 days before the date of the meeting.
  • The company shall give intimation to the concerned director about his removal. The director must be given an opportunity of being heard.
  • Every resolution is required to be filed within a period of 30 days of passing special resolution in form MGT-14 with ROC.

Corpbiz support

For a smooth and prompt processing of your change of directors, Corpbiz will handle all the necessary forms and paper works for your business. We have years of experience in this subject and can work with you to process minor restructuring for one or two directors to more challenging instances for larger enterprises. We are committed to providing you with the finest service possible and want to make it simple for you to change the organisational structure.

Frequently Asked Questions

A director can be removed without consent. This can only happen when the director does not comply with the laws of the company or works against the benefit of the company. However, such removal has to be done according to a specified procedure

No, removal and resignation are two very different things. Resignation happens when a director voluntarily decides to give up the directorship. Removal occurs when the company forces a director to step down.

No, the outgoing director shall continue to hold his shares even if he discontinues being a company director. However, this may totally depend upon the guidelines laid down in the Articles of Association (AoA) of the company.

Form DIR-12 must be submitted to the Registrar of Companies (RoC). The board resolution has to be attached along with the form. A copy of the resignation letter must also be attached in case of resignation.

DIN is a unique identification number issued to a prospective director by the DIN cell of the Ministry of Corporate Affairs (MCA). An individual should hold a DIN before being appointed as a director in any Company.

Under Section 152 of the Companies Act of 2013, an individual holding a valid DIN and not disqualified from being appointed as Director under Section 164 of the Companies Act of 2013, is eligible to be appointed as director. He shall give his consent to act as a director in writing, along with the disclosure of his interest and a declaration that he is not disqualified or not qualifying from becoming a director under Companies Act of 2013.

As per Section 168(2) of the Companies Act, 2013, a resigning director is only accountable for crimes or offences committed during his tenure.

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