Director change

Director Change Services

📌 What is Director Change?

Director change refers to the process of appointing, resigning, removing, or reappointing directors in a company, as governed by the Companies Act, 2013. Under Section 152, directors are appointed by shareholders in a general meeting, while Section 168 provides for resignation and Section 169 for removal of directors. Every such change must be reported to the Ministry of Corporate Affairs (MCA) by filing the prescribed forms (DIR-11, DIR-12, etc.) within the stipulated timelines and must also be reflected in the Register of Directors and KMP as required under Section 170.

Timely and accurate filing ensures compliance, maintains transparency in corporate governance, and protects the company from penalties under Section 450 for defaults.

📌 Why Companies Need Director Change Services

• Legal Compliance – The Companies Act makes it mandatory to notify the MCA of all changes in directors. For example, a company must file Form DIR-12 within 30 days of appointment, resignation, or removal to comply with Section 170 read with Rule 17 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
• Corporate Governance – Directors are entrusted with responsibilities under Section 166, and an updated board ensures accountability and transparency.
• Operational Continuity – Smooth transition of powers and responsibilities is critical when a director joins or leaves.
• Stakeholder Confidence – Proper disclosures enhance the trust of investors, auditors, banks, and regulators.
• Regulatory Readiness – Accurate records simplify compliance checks and statutory audits.
• Risk Mitigation – Non-compliance may invite monetary penalties or prosecution under Section 454.

📌 Types of Director Changes We Handle

✅ Appointment of Directors

We assist in the appointment process as per Section 152 and Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014. This includes:

• Obtaining Director Identification Number (DIN) through Form DIR-3.
• Filing Form DIR-12 with the MCA within 30 days of appointment.
• Drafting Board and Shareholder Resolutions under Section 179 and Section 152.
• Advisory on compliance requirements for Independent Directors in line with Schedule IV, as well as Whole-Time Directors and KMPs under Section 203.

✅ Resignation or Removal of Directors

Resignation is governed by Section 168, which requires the director to file Form DIR-11, while the company must file Form DIR-12 with the MCA. Removal is covered under Section 169, which mandates a shareholder resolution in a general meeting and subsequent filing of DIR-12. We ensure:

• Drafting of resignation letters and resolutions.
• Filing of MCA forms on time.
• Updating the statutory registers under Section 170.

✅ Reappointment of Directors

Under Section 152(6), directors retiring by rotation must be reappointed in a general meeting, while Section 196(2) governs the reappointment of managing or whole-time directors. We handle:

• Checking eligibility and term limits.
• Drafting resolutions and ensuring approvals.
• Filing DIR-12 with the MCA.

✅ Change in Designation or Role

When a director’s designation changes, such as becoming a Managing Director or Whole-Time Director, compliance must be ensured under Sections 196, 197, and 203. We provide:

• Drafting of board resolutions.
• Filing DIR-12 for the change in role.
• Advisory on approvals required from the board, shareholders, or the Central Government (if applicable).

📌 Our Director Change Services Include

• Drafting and filing of MCA forms (DIR-3, DIR-6, DIR-11, DIR-12).
• Preparation of Board and Shareholder Resolutions.
• Updating the Register of Directors and KMP as per Section 170.
• Advisory on director eligibility, disqualification (Section 164), and duties (Section 166).
• End-to-end compliance support in line with the Companies (Appointment and Qualification of Directors) Rules, 2014.

📌 Why Partner With India Stat Filing

• CA & CS-backed team with deep expertise in corporate law.
• On-time filing to avoid penalties under Section 450.
• End-to-end handling from documentation to MCA compliance.
• Scalable services for startups, SMEs, and large corporations.
• Transparent and proactive monitoring of compliance deadlines.
• Expert advisory on board composition and governance best practices.

📌 Our Commitment

At India Stat Filing, we ensure your company’s board of directors remains fully compliant with the Companies Act, 2013. From appointments, resignations, and removals to reappointments and designation changes, our CA & CS-backed team manages the entire process with precision. We make sure statutory registers are updated, MCA filings are accurate, and your company stays audit-ready and governance-compliant.

📞 Get Started Today

👉 Keep your board of directors legally compliant and effective with our Director Change Services.
📩 Contact India Stat Filing today for professional support in managing all types of director changes across India.