Governing law

Appointment and resignation of directors are governed as per the provisions of Companies Act, 2013 and rules made thereunder.

Provisions as per the Act:

1. Minimum no of directors:

As per Section 149 of the Act every company shall have a board of directors consisting of individuals and shall have a minimum number of two directors in the case of a private limited company.

2. Resident director:

Pursuant to the provisions of Section 149(3), every company shall have at least one director who has stayed in India for a total period of not less than one hundred and eighty-two days in the previous calendar year.

Procedure for appointment and resignation of directors:

Steps Particulars What needs to be done Date
1. Directors Identification Number:

Pursuant to Section 153 of the Act and rule 9(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, every individual, who is to be appointed as a director shall make an application electronically in e-form DIR-3 for the allotment of DIN.

Details required for the individual:

a.    Applicant’s full name.

b.   Father’s full name.

c.    Photograph (JPEG format only).

d.   Nationality.

e.    Occupation and educational qualification.

f.    Date of birth.

g.   Passport number.

h.   Permanent Residence proof.

Mandatory attachments:

a.    Passport copy (with date of birth).

b.   Proof of residence (should not be older than 1 year).

c.    Photograph (JPEG format)

Note: In case of proofs which are in languages other than Hindi / English, the translation done by the notary of the home country is required.

 
2. Obtaining consent, intimation and disclosure from the individuals proposed to be appointed as a director. a.    Consent in writing to act as director in form DIR-2, pursuant to rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

b.   Intimation in form DIR-8, pursuant to rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014. To be filed after appointment.

c.    Disclosure of interest in form MBP-1 pursuant to section 184(1) read with rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014. To be filed after appointment.

 
3. Board meeting a.   Call the board meeting.

b.   Pass resolution for appointment of additional director.

c.   Issue letter of appointment.

 
4 File e-Form DIR – 12 Pursuant to section 170(2) of the Act read with rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014, this e-form is required to be filed with the concerned registrar, within thirty days of the appointment.

Mandatory attachments:

a.   Letter of appointment.

b.   Board resolution.

c.   DIR-2

5. Resignation from resigning directors. Pursuant to section 168(1) of the Act, a director may resign form his office by giving a notice in writing to the company.
6. File e-Form DIR – 11 Pursuant to Rule 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014, where a director resigns from his office, he shall within a period of thirty days from the date of resignation, forward to the registrar a copy of his resignation along with the reason of resignation in e-form DIR-11.

Mandatory attachments:

a.    Notice of resignation filed with the company.

b.   Proof of dispatch.

7. Board meeting a.    Call the board meeting.

b.   Pass resolution for acceptance of the resignations.

8. File e-Form DIR – 12 Pursuant to section 168(1) of the Act read with rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014, this e-form is required to be filed with the concerned registrar, within thirty days from the effective date of resignation.

Mandatory attachments:

a.  Notice of resignation.

b.   Evidence of cessation (board resolution).

By: CS. Gunjan Gaur (Managing Partner of Komplett Advisory LLP) with the Assistance of CS. Deepak Bhardwaj

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Company: Komplett Advisory LLP
Location: Delhi, New Delhi, IN
Member Since: 14 Dec 2017 | Total Posts: 5
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Tags : Companies Act (2167) Companies Act 2013 (1940)

3 responses to “Change in Directors of A Private Limited Company”

  1. Ganesh lal oza says:

    I need a help from you…A CA cheated with me and my two friends. We Incorporated a pvt. Ltd. Company in 2010 but we never did any activity or transaction in that company. A CA did transaction of rupee 47 crore and 40 lakhs and after that he changed the director without our knowledge. Now we are getting notice from income tax department of tax demand rupee 23 crore. Where should we complain about this fraud.

  2. Vinod Lalwani says:

    A Subscriber director holding 90% of paid up capital if resigns then what will happen to the no of shares he is holding as subscriber.

    Additional director means over and above 15 ?

  3. PRASAD says:

    AMOUNT OF SALARY PAID TO DIRECTORS AS PER RULE PL SUGGEST NOW

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