Changes in Directors

According to the Companies Act, 2013, the term “Director” is defined as someone appointed to the Board of a company. Shareholders of the company collectively elect the group of individuals for the managing the affairs of the company. This group of individuals is called “Directors” of company. Since Company is a legal entity and not the person itself. Hence, it has to act only through the agency of natural person called “Director”. It is the director who takes decisions on behalf of the company and operates and manages the company.



Appointment of Directors
Resignation of Directors
Removal of Directors
Intimate to ROC

About Changes in Directors

  • Appointment of Directors

    A person who is intended to become a director must apply to the Registrar for obtaining a Director Identification Number (DIN). The prospective director should give a declaration to the company that he holds a DIN and is not otherwise disqualified to become a director. A person who has been appointed as a director must notify the company about his consent to act as director in Form No DIR-2 and to the Registrar within thirty days of appointment in Form No DIR-12.

  • Resignation of Directors

    With effect from 01.04.2014, any Director who is resigning from the Board of a Company will have to personally file a form (DIR-11) with the Registrar of Companies, about his resignation from the company within 30 days of resignation, specifying the reason of resignation. This is in addition to the form (DIR-12) required to be filed by the Company.



  • Removal of Directors

    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.



  • Intimation to ROC

    A company can intimate changes among managing director, directors, manager and secretary of a company by filing Form No. DIR-12 with ROC within 30 days from date of such change takes place.






  • Minimum No. of Directors

    • Three in case of Public Company.
    • Two in case of Private Company.
    • One in case of One Person Company.






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