Directors are appointed by the shareholders of a Company for the management of a Company. A Private Limited Company is required to have a minimum of two Directors and a Limited Company is required to have a minimum of three Directors. .The need for changing director in a company must be duly justified and approved by the shareholders of the company. Here it may be noted that making a change in director means either removing a director from the BD or appointing a new director to the BD as an additional director.
Change of Director
Procedure for change in director:
- The appointment of a new director should be first approved in the Annual General Meeting and the Board of Directors of the company, stating and justifying the grave need of appointing a new director. The passed resolution in this connection should be informed to the proposed director as earlier as possible. Again, the new director shall give a written consent for acting as a director in the company in Form DIR-2.
- The resignation from the Board of Directors, the resigning director has to give a notice to the BD, and the company is required to conduct a Board meeting and then a General meeting to inform about the said resignation and approve the same through taking a resolution by a simple majority. The resigning director also needs to submit a copy of the specified resignation to the concerned ROC in Form DIR-11, within 30 days.
- In either of the cases of resignation or appointment, the related company is required to submit a copy of the resolution taken in Board meeting or General meeting of shareholders, along with the Form DIR-12 to the concerned ROC, within 30 days from the effect of the resolution.
- Lastly, the related company needs to make necessary entries in its Register of Directors, maintained in accordance with the provisions of the Section 170 of the new Indian Companies Act of 2013.