Change In Directors

Understanding Director Changes in a Company

Introductions 

A company, despite being an artificial legal organization, requires personnel to run its activities, with directors in important management roles. The Companies Act of 2013 establishes a legal framework for these changes, necessitating the nomination of new directors via particular resolutions outlined in the Articles of Association (AOA). Any changes in directorship must be disclosed to the Registrar of Companies (ROC) within 30 days of the Board’s determination.

What is the Role of a Company Director?

Changes in a company’s directors can occur at any moment, either willingly or in response to demand. Demand for a change may occur when the Board needs expertise, or when an incumbent director resigns or dies.

Section 2(13) of the Companies Act of 1956 defines a director as anybody who performs the tasks of a director, regardless of the title used. The Articles of Association specify the appointment, duties, retirement benefits, and salary of directors. Any change of directors is classified as event-based compliance and must be disclosed to the Registrar of Companies within 30 days after the Board Meeting resolution. Specific paperwork must be filed with the ROC to declare. Resignations, appointments, and changes in directors. 

The Process for Changing Company Directors in India

In India, a candidate for an appointment as a director must first get a valid Director Identification Number (DIN). Form DIR-3, an online DIN application, is the first step in this procedure. The candidate for director also has to have a Digital Signature Certificate (DSC). A current identification card, proof of residency, and a passport-sized picture must be included with Form DIR-3.

The resolution for the director’s appointment must then be discussed at a board meeting, which the firm must call, making sure that notice of the Extraordinary General Meeting (EGM) is issued at least 21 days in advance. After the resolution is approved at the EGM, the following records have to be kept up to date: the EGM minutes, the attendance sheet, and documentation of notice of dispatch, as well as a copy of the notice of the EGM.

Within 30 days after passing the resolution, all necessary information, including Form DIR-12, must be filed to the Registrar of Companies (ROC). This comprises the director’s pay (CTC), any interests in other organizations as specified in Form MBP-1, home proof, and ID, a permission letter in Form DIR-2, and the appointment letter.