Changes in Directorship

Procedure for Change in Directors - How to Change Company Director:

• The appointment of a new director should be first approved in the Annual General Meeting and the Board of Directors of the company. Again, the new director shall give a written consent for acting as a director in the company in Form DIR-2.
• In case of resignation from the Board of Directors, the resigning director has to give a notice to the BD, and the company is required to conduct a Board meeting and then a General meeting to inform about the said resignation and approve the same through taking a resolution by a simple majority. The resigning director also needs to submit a copy of the specified resignation to the concerned ROC in Form DIR-11, within 30 days.
• In case of resignation from the Board of Directors, the resigning director has to give a notice to the BD, and the company is required to conduct a Board meeting and then a General meeting to inform about the said resignation and approve the same through taking a resolution by a simple majority. The resigning director also needs to submit a copy of the specified resignation to the concerned ROC in Form DIR-11, within 30 days.
• In either of the cases of resignation or appointment, the related company is required to submit a copy of the resolution taken in Board meeting or General meeting of shareholders, along with the Form DIR-12 to the concerned ROC, within 30 days from the effect of the resolution.
• Lastly, the related company needs to make necessary entries in its Register of Directors, maintained in accordance with the provisions of the Section 170 of the new Indian Companies Act of 2013.

The memorandum of Association (MOA) determines the minimum number of directors and alternate directors, which, in the case of a private company may not be less than one director.  A customised The memorandum of Association (MOA) will also set out the eligibility requirements for a director as well as the directors' term of office.  In the case of a standard The memorandum of Association (MOA), the term of office is indefinite and there is no restriction on the number of directors. New directors may be elected by the Board of Directors when there is a vacancy or the company wishes to add directors.  Vacancies on the board arise if a director:

• Resigns or dies
• ceases to hold the office, title or designation in the company that entitles the person to be an ex officio director
• Becomes incapacitated or disqualified or is removed.
• A director may be appointed by the Board of Directors, unless the Memorandum requires shareholder approval.