Resignation & appointment of directors in a pvt ltd co.

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Sir, There is a Pvt Ltd Company in which there are only 3 directors. Now 2 of them wants to resign and there are other 2 persons which the company wants to appoint in their place. Plz specify the procedure and forms to be fill in ROC for the same
Replies (4)

According to Section 168 of Companies Act 2013, Both the directors may resign from the office by giving noticein writing to the Company

Board on receipt of notice from director shall take the note of the same.

Resignation is effective from the date specified in notice or the date on which notice is received by Company whichever is later.

The Company shall File Form DIR 12 within 30 days of receipt of notice of resignation to ROC.

Director within 30 days from date of resignation , foward copy of resignation to ROC in form DIR 11.

For appointing a new director :

Hold the Board Meeting and pass Board Resolution to appoint additional director

Before appointment Check weather these two Directors have obtained DIN or not

Before appointment ensure that consent to act as the Director has been obtained.

The Company shall file Form DIR 12 with ROC within 30 days of appointment with ROC

For purpose of DIR 12, folllowing attachment shall be filed

Letter of appointment

consent to act as director

After appointment such director shall hold the position till AGM and then regularize him at the AGM as the regular director

Sir,

Can we file a single form DIR 12 for resignation of 2 directors and appointment of other 2 directors in a pvt ltd company?

I agree with Jatin bhai. However, practically speaking, you need to first appoint other persons and then take note of resignation of directors. Both things can be done in single board meeting.

I guess it is also possible to file single form for appointment and resignation. However I am not very much sure about form filing.

Yes, we can file single Form DIR 12 FOR RESIGNATION OF 2 DIRECTORS and can file single form for appointment of 2 Directors


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