Change in directors of pvt ltd company

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One query


A private limited company having turnover less than 1 crores and have 2 directors.

now promoter want to remove one director and add new person as director

what is the process to change the director

can we file single form for addition and removal of directors, if yes which will be the form

Replies (11)
You can file Form DIR 12 for the same
under what circumstances should the director be removed from his office. this must be checked under section 164 of the act
on sue motto basis, director want to resign
If sue motto director wants to resign then take his resignation, hold board meeting appointment new director as an additional director and take a note of the resignation of the existing director. File form DIR-12 one for both of them
whether board meeting for both event i.e. resignation and appointment would be the same...??
Yes, appoint the new director first and then accept the resignation of the second director
and before that , new additional has to apply for DIN in DIR -3 ??

Yes, you can certainly file single form for the addition and removal of directors at the same time based on date of events. To know more about chaneg in directors, this link will certainly help you: Add or Remove a Director (Company)

Process in Brief:

  • Apply for DIN (in form DIR-3) for new director, if s(he) does not hold DIN
  • Passing resolutions for appointment and resignation of director
  • In case of resignation, the exiting director may intimate about the resignation in the form DIR-11 (optional at the descretion of director)
  • Company to file Form DIR-12 for addittion and removal of director

I hope this answers both your questions. If you need professional's help for the process, feel free to connect with LegalWiz.in experts on 1800-313-4151 or at support @ legalwiz.in.

for addition ,board resolution required, pl clarify

Yes, it is required. Feel free to connect with LegalWiz.in experts on 1800-313-4151 or at support @ legalwiz.in for more details. 

Changing directors of a company requires undergoing a specific process. To change the directors of a private limited company, the following steps need to be followed:   

1. Board Meeting

  • Convene a Board Meeting to discuss and approve:

    • Resignation or removal of the existing director

    • Appointment of a new director

2. Obtain Director’s Documents

  • For the new director, obtain:

    • DIN (Director Identification Number)

    • Consent to act as director (Form DIR-2)

    • Declaration of non-disqualification (Form DIR-8)

3. Shareholders’ Approval (if required)

  • If the Articles of Association require shareholder approval, hold a general meeting and pass the necessary resolution.

4. File with ROC

  • Form DIR-12 must be filed with the Registrar of Companies (ROC) for both:

    • Resignation/removal of the old director

    • Appointment of the new director

Yes, you can use a single DIR-12 form to report both removal and appointment, provided both actions are taken in the same Board Meeting or General Meeting.

5. Update Registers

  • Update the Register of Directors and Key Managerial Personnel accordingly.

If you need professional assistance in changing your company directors, consult experts like Setindiabiz or such other names! 


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