Changing Directors Post Registration

Introduction

Changing directors after a company’s registration means officially removing an old director or adding a new one to the company’s management team. Directors may be appointed either at incorporation or later by shareholders or the Board, depending on the company’s structure. here, we will talk about the changing directors of the company as well as the documents and forms that are supposed to be filed to initiate the process.

What Does Changing Directors After Registration Mean?

Changing directors after a company’s registration involves filing a specific form with the Registrar of Companies(ROC). This process includes notifying the ROC about the appointment or resignation of the director with the help of Form DIR-12 and Form DIR-11. You must file these forms within 30 days, with the necessary documents and fees.

Process for Appointment of Director

• Review Articles of Association: Check if your company rules allow adding new directors; change them if needed.
• Get DSC and DIN: Make sure the new director has a Digital Signature Certificate and Director Identification Number, or help them apply.
• Hold Board Meeting: The board discusses and proposes the new director, and may call a general meeting if required.
• General Meeting & Shareholder Vote: Shareholders vote on the new director’s appointment; it moves ahead if most agree.
• Get Director’s Consent & Declaration: The new director gives written consent (Form DIR-2), a declaration of eligibility, and their DIN.
• Issue Appointment Letter: Send a formal letter to the new director confirming their appointment.
• File with Registrar (ROC): Submit Form DIR-12 and supporting documents to the Registrar of Companies within 30 days.
• Update Company Records: Add the new director’s details to the company’s official records and registers.

Note: As per the Companies (Amendment) Act, 2017, filing Form DIR-11 by the resigning director is optional, but it is recommended for personal record.

Process for Resignation of Director

• Resignation Letter: The director writes a formal letter stating why they are leaving and their last working day, and gives it to the board.
• Board Meeting: The board meets to accept the resignation and updates their records accordingly.
• Notify the Registrar (ROC): The company files Form DIR-12 with the Registrar of Companies within 30 days, attaching the resignation letter and board resolution.
• Update Company Records: The company updates its official register to show the director has resigned.
• Effective Date: The resignation is official either on the date mentioned in the letter or when the company receives it, whichever is later.
• Ongoing Responsibility: The director is still responsible for any actions taken while they were in office, even after resigning.

Difference Between Form DIR-12 and Form DIR-11

Fee Structure for Form DIR-12 and Form DIR-11

• Note: If a company has no share capital, both DIR‑11 and DIR‑12 charge a flat ₹200.
• Late filing penalties multiply the normal fee by the amount shown, depending on the delay period
• MCA’s Annexure B lists exactly these fees and penalties

Refer: Section 168 of the Companies Act, 2013 and MCA’s Fee Table (Annexure B) for detailed compliance guidelines

Conclusion

In short, this blog is about the changing directors post registration in which Form DIR-11 is included for resignation of directors and Form DIR 12 for appointment, designation change or removal. For this, proper documentation and fees are included to keep the records updated and avoid penalties.

Suggested Read :

How to Appoint an Alternative Director?
Importance of DIR 3 eKYC for Directors
Impact of Director Removal in Company
How to Change a Company Director in India?

FAQs

1. Is it necessary to file any forms after the director is resigned?
Filing Form DIR-11 is optional for the resigning director after the 2017 amendment, but Form DIR-12 must be filed by the company.

2. Can a resigned director be reappointed again?
Yes, a resigned director can rejoin again if the company’s policies and laws allow it.

3. Can a director resign immediately without following the notice period?
In some urgent cases, directors may resign immediately, but it is advisable to follow the notice period.

4. Is the resigned director responsible for actions taken during the office?
Yes, as he was present during those particular actions, he is responsible.

5. Can a director resign from the company at any time?
Yes, a director can resign at any time by submitting the resignation letter to the company.

6. How does the company notify the ROC about the appointment or resignation of the director?
The company notifies the ROC by filing Form DIR-12 within 30 days with the documents needed.

7. How does a director’s resignation become effective legally after notifying the ROC?
It becomes effective legally from the date the company receives the resignation letter or from a date later specified by the director in notice, whichever is later.

8. Does the company’s delay affect the validity of resignation under law?
A company’s delay does not affect the legal validity of the director’s resignation.

9. What happens if all directors resign at once?
If all directors resign at once, then under section 168(3) of Companies Act, 2013 provides clear solution that the company’s promoter is empowered to appoint minimum number of director to manage company.

10. What role does the central government play in the director appointment?
The central government plays a crucial role in director appointments only in specific situations where the company is left without any directors.