Appointment of Director and Resignation of Director

Change in Director of the companies must be done with proper legal documentation, board resolution and filing of forms with Registrar of Companies. Our dedicated team will assist you in the documentation and filing through 100% online process.

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Appointment of Director and
Resignation of Director

Directors are appointed by the shareholders of the company for the management of the company. As per Section 149 of Companies Act, 2013, there should be at least two Director in a private limited company and three Director in a Limited Company. Appointment or Resignation of a Directors may be required due to various reasons. In any event, to exhibit the change in the directors, a company must follow the rules specified under the Companies Act, 2013.

Appointment of Director

A director can be appointed in a company in an annual general meeting or by calling an extraordinary general meeting with the approval of the shareholders or 75% of the total directors appointed by shareholders.
However, in any case, if it is not possible to wait for an AGM or call an extraordinary general meeting, a company can add an additional director by calling a Board meeting only and later on regularize such Director in upcoming Annual General Meeting.

Process of Appointment of Director

Step 1 – Notice for Board Meeting

The first step is to send a notice to the directors or shareholders to call a board meeting, Extraordinary general meeting or Annual General Meeting.

Step 2 – Pass Resolution for Appointment

Need to pass a resolution for the appointment of the Director in the Board Meeting/ Extraordinary General Meeting/Annual General Meeting. In case the appointment is being done by General Meeting only, need to pass a resolution in the upcoming Annual General Meeting to regularize the additional Director.

Step 3 – Consent of Director

A consent in the format of DIR-2 is required from the person who is being appointed as a director in the company. It contains the basic details of person like Name, Current Address, Mobile Number and Email, Educational Qualification etc.

Step 4 – Obtaining Digital Signature (DSC)

A digital signature is required for the Director to sign the e-forms digitally. Our digital signature application is completely online & OTP based, the applicant would have to complete OTP verification and a video KYC check.

Step 5 – Allotment of DIN (Director Identification Number)

Once DSC is completed, need to file a DIR-3 form for allotment of DIN (Director Identification Number) to appoint the person as a Director in the company.

Step 6 – Filing of DIR-12 Form

DIR-12 Form need to file with Registrar of Companies containing the details of the person appointing as a director in the company. Once the form is filed, the Director is added in the company and updated in the records of the Ministry of Corporate Affairs.

Documents required for Appointment of Director

Documents (1)

Documentation

Two colour photograph
Copy of PAN Card
Identity proof (Voter ID / Driving License/ Passport)
Address proof(Bank Statement / Electricity, Mobile, Telephone Bill)
DIN Number (if already allotted)
Digital Signature (if available)
DIR-2 Form (Consent of Director)
Board Resolution for appointment

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Resignation of Director

There are many circumstances under which the Director may resign from the company. Directors may resign if they have a better opportunity or have to be part of some other venture which he is restricted as a director by AOA or any other reason. In some cases due to suspicions or unscrupulous practices in the affairs of the company, Director may resign to save himself from personal liability arising out of those activities which may or may not be beyond his power.

Process of Resignation of Director

Step 1 – Notice of Resignation

A notice or resignation letter has to be served by the Director to the company mentioning about the Resignation. The Resignation should be sent by email or in hard copy to the other directors of the company

Step 2 – Acceptance of Resignation by the company

The Company have to call a Board Meeting for acceptance of Resignation tendered by the Director and to pass a resolution in the Board Meeting.

Step 3 – Filing DIR 12 Form

DIR-12 Form needs to file with ROC with the information of resigning Director within 30 days of acceptance. Once DIR12 is filed, the director name is removed from the records of the Ministry of Corporate Affairs.