Change in Directors
Complete guide to appointing, resigning, and removing directors under the Companies Act, 2013, including procedures, documents, timelines, and FAQs.
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Overview of Change in Directors
A company cannot act on its own and must function through its directors, who manage its affairs and decision‑making. Appointed under the Companies Act, 2013, directors steer daily operations, ensure legal compliance, drive profitability, and uphold transparency. Any addition, resignation, or removal of a director must be reported by filing Form DIR‑12 with the ROC within 30 days of the board or general meeting resolution.
Meaning and Legal Definition of Director
Under Section 2(13) of the Companies Act, 1956, a director is any individual performing the functions of a director, regardless of title. The AOA of a company lays down rules on appointment, roles, retirement, and remuneration to ensure directors act within a legal framework.
1. Documents Required for Director Changes
● Certified copy of board/shareholders’ resolution
● Consent letter of director (Form DIR‑2)
● DIR‑12 attachments: resolution CTC, consent letter, appointment letter
● DIR‑11 resignation letter (for resignations)
● Special notice (for removals)
● Form MGT‑14 attachments (where required)
● Proof of DIN application (Form DIR‑3)
● Any other ROC‑specified supporting documents
Procedure for Appointment of a Director
1. Obtain DIN via Form DIR‑3.
2. Pass board resolution in a Board Meeting.
3. Issue 21‑day notice for general meeting.
4. Pass shareholders’ resolution at GM.
5. Issue appointment letter.
6. File Form DIR‑12 within 30 days.
7. File Form MGT‑14 (and MBP‑1) disclosing interest.
Procedure for Resignation of a Director
1. Director submits resignation letter.
2. Resignation effective on receipt or specified date.
3. Director files Form DIR‑11 with ROC.
4. Company passes board resolution acknowledging resignation.
5. Company files Form DIR‑12 within 30 days.
Procedure for Removal of a Director
1. Shareholders pass ordinary resolution at GM.
2. Special notice is given by proposer.
3. Circulate meeting notice 7 days before GM.
4. Director is heard before voting.
5. File Form MGT‑14 within 30 days with CTC of resolution.
DoStartup Support for Change in Directors
Our experts handle end‑to‑end ROC filings for director appointments, resignations, and removals, ensuring full compliance.
Complete documentation and form preparation
On‑time ROC e‑filings (DIR‑3, DIR‑11, DIR‑12, MGT‑14)
Guidance on DIN, board/EGM notices, and resolutions
Support for complex board restructurings