Adding a new director? Replacing or giving a resignation to the current one? In all the situations, you will need to follow a clear legal process under the Companies Act, 2013. As you have to go through the complex document process, the Startup Lab makes it easy for you.
Why Do Companies Change Directors?
- It may be due to business restructuring. That means bringing a new strategy or a direction.
- It may be due to bringing fresh domain expertise.
- It may be due to promoter exit.
- It may be due to legal or regulatory reasons.
Types of Director Changes
1. Bringing on a New Director
Looking to strengthen your board? Whether you’re after an executive, non-executive, independent, or simply an additional director, it’s up to the company’s needs. Make sure the new director has a valid DIN in place.
2. Director Resignation
A director can resign from his side freely by giving a resignation letter to the Board. You need to complete Form DIR-12 within 30 days whenever there’s an appointment, resignation, or change among directors.
3. Change of Director
If the shareholders think a director is not the right fit, they can replace the director before waiting for his/her expiry term to expire. They do this by passing a normal decision in a general meeting.
How to Change Directors: Legal Process
Step 1:
- Call a Board Meeting
- Discuss the change you wish to add
- Sign the resignation or propose appointment/removal
- Make it official by allowing a director or professional to file DIR-12
Step 2:
- Collect all the important documents
- DIN for any new director joining
- Collect a resignation letter if someone is leaving
- Create a board resolution to approve changes
- Get a shareholder resolution as well (if applicable)
Step 3:
- Submit DIR-12 to the ROC
- After that, the company has to file DIR-12 with the ROC to make everything official
Step 4:
- Keep statutory registers ready
- Update the Register of Directors and Key Managerial Personnel with the latest information
Common Mistakes to Avoid
- Submitting DIR-12 after the deadline
- Adding the wrong DIN or missing digital signature. So, always verify details before filing
- Failing to update internal records/statutory registers
Why Choose The Startup Lab?
- You can free yourself from any fines and penalties. We will keep you fully compliant.
- You get support from skilled CAs and a capable legal team. We don’t work on automated systems.
- Filing is quick and digital with us. No more stressful or lengthy process.
- You get a ROC checklist as a bonus from our side.
Basically, choosing the Startup Lab is a smart move for any business that wants to run smoothly and confidently.
FAQs
DIR-12 is the official form companies use to inform the Registrar of Companies of any changes in the board of directors.
Regarding director removal, shareholders absolutely have the authority. If a company needs to remove/replace any director, Section 169 of the Companies Act lays out the process.
Fees depend on the company’s authorised capital. Penalties apply for late filings.
Yes, the resigning director must file DIR-11 (optional for private companies after the 2017 amendment, but still recommended).
Yes, the processes for director appointment, resignation, and removal are all important steps.
Yes, but they must obtain a DIN and comply with FEMA and Companies Act provisions.
At least 2 directors are needed if you opt for a private limited company.
Without proper compliance, you will be loaded with fees and penalties.
Yes, the form must be digitally signed by a director and a practising professional (CA/CS/CMA).
No, DIN is mandatory before appointing any individual as a director.
Usually, within 2–3 working days after a successful DIR-12 filing.
It depends on the type of director being appointed or removed. Some changes only need the board’s signal, while others need shareholder approval.
Why Choose The Startup Lab?
- Worked with 1000+ startups served across Pan India
- Solid knowledge of ROC & MCA filings
- Transparent pricing and quick execution
Need help with changing company directors legally and efficiently?
Contact Us to get started today. The Startup Lab will handle it smoothly and professionally.
Testimonials
Our Happy Customers
I want to thank the entire team at StartupLab, especially their incredible founder, Ms. Shruti Aggarwal, for the fantastic job they did in completing our international company registration. The process had its challenges, but their constant support in all aspects of company registration and operations made it so much smoother.If you're looking to register a company in India from abroad, I highly recommend reaching out to StartupLab for their company registration services, consultancy, and accounting support. Choosing them was one of the best decisions we made!
The internship was very fun... We got to learn lot of things and most importantly the instructors were very supportive.
It's rare to see a team working this professionnal in every department..
My llp registration was completed by them, and a buddy suggested them because he had registered a corporation with them... it was a pleasant process. Everything was spot on... and there was excellent time management.
They have done my llp resgistration and my friend recommended me because he had registered a company from them... it was a nice experience. everything was on point... and a nice time management.
The support that this team has provided me throughout is commendable. Guidance at each step at anytime, with a polite tone and smile on the face is praiseworthy.Thank-you guys!Kudos to your entire team!!
