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Change of Management in Companies – Appointment and Resignation of Director
Change of Management in Companies – Appointment and Resignation of Director
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Change of Management in Companies – Appointment and Resignation of Director. Introduction – A company is an artificial entity recognized by law and managed by the board of directors of the company. Directors act as fiduciary support to the company by conducting the affairs of the company in such a manner that establishes the success, profitability, and goodwill of the company. Directors are appointed as per the provisions of the Companies Act, 2013. The appointment and change in directors is mandatorily required to be done from time to time in the manner discussed in the article – “As per Section 2(34) of the Companies Act, 2013, Director means a director appointed to the board of directors of the company” Change in Management of the company – Section 149 of the Companies Act, 2013 prescribes the minimum number of directors required by the companies at all times – A private limited company must have at least 2 directors A Limited Company must have a minimum of 3 directors Owing to the above requirement, the director’s appointment and resignation are a part of the regular curriculum of a company. Let’s discuss the process for the same – Appointment of a Director – The appointment of directors is done as per Section 152 of the Companies Act, 2013 to perform the duties and functions of the company. Checklist for Appointment of Directors – DIN (Director Identification Number) and DSC (Digital Signature Certificates) are compulsory for being appointed as a director A declaration needs to be furnished by every director that he/she is not disqualified from being a director Every proposed director is required to give his/her consent to act as a director of the company in Form DIR 2 Every company shall file such consent and the appointment with the Registrar of companies (ROC) within 30 days of the appointment in Form DIR-12 Procedure for Appointment of Directors – Every director shall be appointed by the company in the general meeting except the first directors of the company. If no provision is specified in the articles, the subscribers of the memorandum act as the first directors of the company until the directors are duly appointed. A board meeting is called for passing a board resolution for the appointment of directors and for giving the authorization to perform the acts, deeds, and filing as per the provisions of the act as per section 173 of the Companies Act, 2013 Once the board of directors approval has been obtained, a 21 days’ notice for a general meeting is circulated to – 1. Directors 2. Shareholders 3. Auditors The notice must specify the day, date, time, and venue of the meeting along with the agenda and the items to be transacted Convene the General meeting and pass an ordinary resolution for appointment and reappointment of director Issue letter of appointment after obtaining DIN and DSC of the director File Form DIR – 12 with the Registrar of companies within 30 days of the appointment or re-appointment Documents required for Form DIR -12 – DIR – 2 (Consent to act as a director) Declaration by the director that he is not disqualified Copy of the resolution passed Resignation of Director – According to section 168 of the Companies Act, 2013, any director can resign from his position by giving a notice in writing to the company along with the reasons for resignation The notice of resignation needs to be furnished to the registrar by the director along with the prescribed fees within 30 days of resignation in Form DIR – 11 Convene a general meeting and present the notice of resignation to the shareholders of the company After obtaining the final approval from the shareholders, the company needs to file Form DIR -12 within 30 days of the resignation Documents required for the resignation of Director (DIR-12) Copy of the notice of the resignation furnished by the director (DIR-11) Copy of the resolution passed Frequently Asked Questions (FAQ) Q.1: Is it mandatory for every director to obtain DIN? A.1: Yes, it is mandatory. Every company needs to obtain DIN for being appointed as a director of the company by filing form DIR – 3 with the registrar. The documents required for filing Form DIR -3 are – Valid Identity Card Passport size photograph Residential proof of the director Q.2: Who can be a director of the company? A.2: An individual who possesses the required DIN and DSC and is not disqualified as per section 164 can be appointed as a director of the company Q.3: What shall be considered as the effective date of resignation of the director? A.3: The effective date of resignation will be from these two dates whichever is later – The date of receipt of notice by the company The date which is specified in the furnished notice Q.4: Are all the directors appointed by the shareholders of the company? A.4: Generally, as per the provisions of Section 152 of the Companies Act, 2013, the directors are appointed by the shareholders of the company in a general meeting. But, the appointment of an additional director, alternate director, and appointment of the director through casual vacancy is done by the board of directors in the board meeting. Q.5: For what purposes DIR – 12 Form is filed? A.5: DIR – 12 is filed for Appointment, Reappointment, and Regularization and Resignation of the director of the company. How Compliance Calendar LLP can help – Bringing a change in management affects the whole conduct of the company, thus it is prudent to assign the task to a legal professional firm like CCL. Professionals at Compliance Calendar will assist you throughout the process of the appointment or resignation of directors. To connect with us, write to info@ccoffice.in or Call/WhatsApp at 9988424211Click here to connect with us to book a free consultation.
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Start Your Business
Private Limited Registration
Public Company Registration
OPC Pvt Ltd Registration
LLP Firm Registration
Section 8 Company Registration
Nidhi Company Registration
Insurance Company Registration
NBFC Company Registration
Producer Company Registration
Foreign Subsidiary Registration
Foreign Branch Office
Foreign Liaison Office
Foreign Project Office
Overseas Company Registration
Proprietorship Firm Registration
Partnership Firm Registration
Grow Your Business
GST Registration
MSME Registration(UDYAM)
Shop & Establishment Registration
Startup India Registration
ESI/PF Registration
IEC Code (Import Export)
Startup Consultation
Appoint Virtual CFO
Angel Funding/ VCs
Virtual Office Service
Due Diligence of Company
Business Development
Protect Your Business
Trademark Registration
Trademark Objection
Trademark Hearing
Trademark Opposition
Trademark Infringement
Trademark Renewal
Trademark Assignment
Trademark Withdrawal
Trademark Monitoring
Logo Design Service
Copyright Registration
Patent Registration
Exit Your Business
Close Company
Fast Track
Close LLP
Close Firm
GST Cancellation
Change Services
Change Company Name
Change LLP Name
Change Company Object
Change LLP Object
Increase Authorised Capital
Increase Paid-up Capital
Increase LLP Capital
Transfer of Shares
Alteration in MoA & AoA
Resignation of Auditor
Appointment of Director
Resignation of Director
Change in Designation of Director
Shifting Registered Office of Company
Shifting Registered Office of LLP
Dormant Status of Company
Mandatory Compliances
Appoinment of Auditor
Annual Filings of Company
Annual Filings of LLP
Annual DIN/DPIN KYC
Annual Return of Deposits
Half Yearly MSME Return
Statutory Registers & Minutes
XBRL Filing of Companies
eStamping of Share Certificates
Dematerialisation of Shares
RBI FEMA Compliance
GST Returns Filing
ESI-EPF Returns Filing
TDS Returns Filing
Change in Structure
Proprietorship to OPC
OPC to Private Limited
Private Limited to OPC
LLP to Private Limited
Private Limited to LLP
Partnership Firm to LLP
Private Limited to Public Company
Public Company to Private Limited
Trust/Society to Section 8 Company
Existing Company to Section 8
Existing Section 8 to Company
Services
Accounting & Book Keeping
GST Compliance
Valuation Services
Corporate Litigation
Company Law Advisory
Services For Banks
Drafting & Vetting Services
Startups Funding
Business Loans
Get in Touch
NBFC
NBFC Company Registration
NBFC Micro-Finance Registration
NBFC P2P Lending Registration
NBFC Core Investment Company
NBFC ROC Compliance
NBFC RBI Compliance
NBFC License Restoration
NBFC Business Plan
NBFC Acquisition
NBFC Consultancy
NBFC Compliance Calendar
NBFC Independent Director
ISO
ISO 9001:2015
ISO 14001:2015
ISO 13485:2016
OHSAS 18001:2007
HACCP Certification
CE Marking
GMP Certification
CMMI Level 3 Certification
ISO 22000:2005
ISO 27001:2013
FSSAI
FSSAI Registration
FSSAI State License
FSSAI Central License
FSSAI Registration Renewal
FSSAI License Renewal
FSSAI Returns Filing
FSSAI Compliances
FSSAI Consultancy
ITR
Salaried Person
Firms/LLPs
Companies
NGOs
Income Tax Notice
Income Tax Planning
Income Tax Litigation
Charity
Section 8 Company
Trust Registration
Society Registration
80G & 12A Registration
FCRA Registration
NITI Ayog Registration
CSR-1 Registration
CSR 2 Report
CSR Services
NGO Consultancy
NGO Handholding
Govt Grants Support
Partnership
Angel Investors
Venture Capitalists
Co-Working Spaces
Banks and NBFCs
Incubation Centres
Government Wings
Institutional Bodies
Software Companies
CA/CS/CMA/Lawyers
Press & Media Houses
Overseas Ventures
Other Startup Enablers
Contact Us