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Change of Directors/ Designated Partners of Company

Common Changes in Directors under the Companies Act, 2013: Appointment and Resignation

The Companies Act, 2013 outlines specific procedures for the appointment and resignation of directors. Below is an overview of these processes:

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    1. Appointment of Directors

    The appointment of a new director (excluding retiring directors) is governed by Section 160 and Rule 13 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

    Procedure for Appointment:

    1. Board Meeting: A board meeting must be held to pass a resolution for the appointment.
    2. Notice of General Meeting: A notice must be issued to all stakeholders at least 21 days before the general meeting where the appointment will be confirmed.
    3. Issue Appointment Letter: A formal letter of appointment must be provided to the newly appointed director.
    4. File DIR-12: Within 30 days of appointment, the company must file E-Form DIR-12, which should include:
      • A Certified True Copy (CTC) of the board resolution.
      • The director’s consent to act.
      • The letter of appointment.
    5. File MGT-14: Submit E-Form MGT-14 to disclose the director’s interest in MBP-1.

    Qualifications for Appointment:

      • The director must be of sound mind.
      • Only individuals (not legal entities) can be appointed as directors (Section 149).
      • The director must be solvent and have no criminal convictions.
      • Must have DIN

    2. Resignation of Directors

    Section 168 of the Companies Act, 2013 outlines the procedure for the resignation of directors.

    Procedure for Resignation:

    1. Notice of Resignation: The director must formally notify the company of their resignation, along with a letter outlining the reasons for stepping down.
    2. Effective Date: The resignation becomes effective once the company receives the resignation notice.
    3. File DIR-11: The resigning director must file E-Form DIR-11 with the Registrar of Companies (RoC) to officially record the resignation.
    4. Board Resolution: The company must pass a board resolution to acknowledge and confirm the resignation.
    5. File DIR-12: The company must file E-Form DIR-12 with the RoC within 30 days from the effective resignation date.

    This process ensures that any changes in a company’s directorship comply with legal requirements and are properly documented with the Registrar of Companies.

    OTHER CHANGES INCLUDE CHANGE IN DESIGNATION OF EXISTING DIRECTOR, APPOINTMENT OF MANAGING DIRECTOR, APPOINTMENT OF INDEPENDENT DIRECTORS, ETC