PROCESS AND COMPLIANCE OF APPOINTMENT AND RESIGNATION OF DIRECTOR

This query is : Resolved

Priyanka Agarwal (Querist)
Follow

01 October 2025 1.A SMALL PRIVATE COMPANY INCORPORATED ON 28.11.2024 HAS 4 DIRECTORS. ONE DIRECTOR WANTS TO RESIGN AND NEW DIRECTOR WANT TO JOIN THE COMPANY. COMPLIANCES TO BE DONE REGARDING RESIGNATION OF OLD DIRECTOR AND APPOINTMENT OF NEW DIRECTOR.

2. IF THE ABOVE SMALL COMPANY HELD BOARD MEETING ON 28.08.2025 FOR FINALISTION OF FINANCIALS AND HOLDING AGM. CAN IT AGAIN HOLD THE BOARD MEETING IN THE MONTH OF OCTOBER FOR RESIGNATION AND APPOINTMENT

Dhirajlal Rambhia

Dhirajlal Rambhia (Expert)
Follow

01 October 2025 Resignation of Existing Director
The resigning director must give a written resignation letter to the company.

The Board must take note and accept the resignation via a Board Meeting or Board Resolution.

The company is required to file Form DIR-12 with the Registrar of Companies (ROC) within 30 days, along with the resignation letter and Board Resolution.

Though optional, the resigning director may also file Form DIR-11 with the ROC for personal record, mentioning the reasons for resignation and attaching a copy of the resignation letter.

The resignation is effective from the date mentioned in the resignation letter or the date it is received by the company, whichever is later.

Dhirajlal Rambhia

Dhirajlal Rambhia (Expert)
Follow

01 October 2025 Appointment of New Director
Check if the company's Articles of Association allow appointment of a new director. Amend if necessary.

Ensure the proposed director has a Director Identification Number (DIN) and a Digital Signature Certificate (DSC), or assist them in obtaining these.

Obtain the new director’s written consent to act (Form DIR-2) and a declaration (DIR-8) confirming no disqualification.

Hold a Board Meeting to propose and approve the appointment. If shareholder approval is required, hold a General Meeting.

Issue a formal appointment letter to the new director.

File Form DIR-12 with the ROC within 30 days of the appointment, attaching the necessary documents (Board Resolution, DIR-2, interest declaration).

Update the company’s registers and records to reflect the change.

Dhirajlal Rambhia

Dhirajlal Rambhia (Expert)
Follow

01 October 2025 Both the resignation of an existing director and the appointment of a new director can be approved in the same board meeting for a private company in India. The Board must take note of the resignation of the current director and simultaneously pass a resolution to appoint the new director, provided all documents and compliance requirements (like receipt of resignation, consent and declarations from new director, and proper agenda in notice) are met during that meeting.

After the board meeting, Form DIR-12 should be filed with the Registrar of Companies to update both the resignation and new appointment within 30 days. This simultaneous processing is a standard practice to maintain the minimum required number of directors and ensure business continuity.

Dhirajlal Rambhia

Dhirajlal Rambhia (Expert)
Follow

01 October 2025 For small companies, the Companies Act, 2013 requires holding at least one board meeting in each half of the calendar year, with a minimum gap of 90 days between the two meetings. However, these are only minimum requirements. There is no restriction on holding more than the required number of board meetings in a half-year or in a year. Companies may hold additional board meetings whenever necessary for business or compliance reasons, such as director resignations and appointments. Proper notice and agenda must be given for each meeting as per statutory requirements.

Dhirajlal Rambhia

Dhirajlal Rambhia (Expert)
Follow

01 October 2025 Yes, the small company can hold another board meeting in October 2025 for the resignation of a director and appointment of a new director, even if a board meeting was already held on 28.08.2025 for finalization of financials and AGM.

Dhirajlal Rambhia

Dhirajlal Rambhia (Expert)
Follow

03 October 2025 Good Luck.....

You need to be the querist or approved CAclub expert to take part in this query .
Click here to login now