21 February 2017
Hi
with the x & y as a directors name of company applied. now we want to change the directors ( x & z) z also a promoter. can I incorporate like this? any additional attachments required for the change of directors ? if required can you provide the format?
31 July 2024
Yes, you can change the directors before the incorporation of the company. To do this, you need to provide the necessary documentation to the Registrar of Companies (ROC). Here is the step-by-step process along with the necessary formats:
### Step-by-Step Process:
1. **Obtain No Objection Certificate (NOC) from the Director to be replaced**: - Obtain a NOC from Director Y stating that they have no objection to being replaced by Director Z.
2. **File DIR-2 (Consent to act as Director)**: - Director Z must provide their consent to act as a director using Form DIR-2.
3. **Prepare a Board Resolution**: - A resolution should be passed by the board of directors (in case the company is already incorporated) or the promoters stating the change of directors.
4. **Prepare the Incorporation Documents**: - Include the names of the new directors in the incorporation documents (MoA, AoA).
5. **File necessary forms with ROC**: - File Form DIR-12 (Particulars of appointment of directors and the key managerial personnel and the changes among them) with ROC if the company is already incorporated.
### Formats for the Necessary Documents:
#### 1. No Objection Certificate (NOC) from Director Y
```plaintext Date: [Date]
To, The Board of Directors, [Name of the Company], [Address of the Company].
Subject: No Objection Certificate
I, [Director Y's Full Name], S/o [Father’s Name], R/o [Address], hereby state that I have no objection to my removal as a Director of [Name of the Company] and the appointment of [Director Z's Full Name] in my place.
Thanking you.
Yours faithfully,
[Signature] [Director Y's Full Name] ```
#### 2. Consent to Act as Director (Form DIR-2)
```plaintext Date: [Date]
To, The Board of Directors, [Name of the Company], [Address of the Company].
Subject: Consent to Act as Director
I, [Director Z's Full Name], S/o [Father’s Name], R/o [Address], hereby give my consent to act as a Director of [Name of the Company] pursuant to section 152(5) and rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Thanking you.
Yours faithfully,
[Signature] [Director Z's Full Name] ```
#### 3. Board Resolution for Appointment and Resignation of Directors
```plaintext CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [NAME OF THE COMPANY] HELD ON [DATE] AT [ADDRESS]
"RESOLVED THAT the resignation of Mr. [Director Y's Full Name] from the position of Director of the company be and is hereby accepted with effect from [Date].
RESOLVED FURTHER THAT Mr. [Director Z's Full Name], be and is hereby appointed as a Director of the company with effect from [Date] and the consent in Form DIR-2 pursuant to section 152(5) of the Companies Act, 2013 has been received from him.
RESOLVED FURTHER THAT Mr. [Existing Director's Name] and/or Mr. [New Director's Name], Director(s) of the Company, be and are hereby severally authorized to file the necessary forms with the Registrar of Companies and to do all such acts, deeds, and things as may be necessary to give effect to this resolution."
Certified True Copy
For [Name of the Company]
[Signature] [Name of the Director] [Designation] ```
### Filing with ROC
1. **If the company is already incorporated**: - File Form DIR-12 within 30 days of the resolution.
2. **If the company is not yet incorporated**: - Ensure that the incorporation forms (INC-32, SPICe) include the updated information with the new director's details.
### Important Notes: - Ensure all forms are duly signed and completed. - Attach the necessary identification and address proof documents as required. - Keep a copy of all forms and resolutions for your records.
By following these steps and using the provided formats, you can successfully change the directors before the incorporation of your company.
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