How to Change a Company Director
"Changing a company director" means that either removing a director from the Board of Directors (BD) of the company or appointing a new director to the BD as an additional director. Though such a changing may be made for reasons diverse, this should be in accordance with the AOA of the company, provisions of the Companies Act of 2013, and any service agreement available. Hence, resignation or appointment of a director should be supported by proper legal processes and documentation, and punctual intimation to the concerned ROC. This webpage gives exclusive information in brief about how to change a company director in a private or public limited company located in India.
Our well-established, well-resourced, and prestigious law firm of Delhi offers comprehensive and expert support for changing directors in different types of popular companies located in places all across the country. The highlights of changing directors in different companies, are given separately in the lower section.In general, the processes/formalities involved in the procedure for removing or appointing a director in a company, are the following:
- The company must have a justifiable reason for making a change in its Board of Directors.
- Any such changing must be passed in the Board Meeting as well as in the Annual/Extraordinary General Meeting of the company. And, thereby, a resolution is to be passed by the company, in favor of the proposed changing. The concerned director (to be removed or appointed) should be informed about such a resolution, as quickly as could be possible.
- For resignation/removal of a director, relevant is the Section 168 of the Companies Act of 2013; while for appointment of a new director, concerned is the Section 160 of the new company law of India.
- The company must submit a copy of such a resolution along with the Form DIR-12 to the relevant ROC/MCA within 30 days.
- Lastly, the company requires to make necessary entries in the Register of Directors, maintained as per the Section 170 of the Companies Act of 2013.
Highlights of Changing Directors
This section presents some more fundamental and most significant highlights of changing directors by a private limited company or a public limited company of India.
- As per the Companies Act of 2013, a private limited company of India must have a minimum of two directors; while this number for a public limited company should be three. In general, the maximum permissible number of directors in a company has been kept at 15. These facts should be kept in mind while thinking of making a change in the Board of Directors. A foreign national can also become a director in an Indian company, private or public limited.
- The new director to be appointed, must meet the mandatory requirements of being an age of 18 or above, having a DIN, etc. Again, he/she has to give a written consent for acting as a director of the specified company in Form DIR-2.
- The director to be removed should be given cogent reasons for removal from the Board of Directors of a company, along with sufficient time for hearing and discussion. A resigning director must give a notice in written form to the Board of Directors for acceptance through a Board Meeting or AGM. The resigning director is also required to submit a copy of his/her resignation to the relevant ROC in Form DIR-11, within 30 days.