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Appointment or Resignation of Director

Includes RoC services for all year curated for all small and medium-sized companies. Key inclusions:
  • Attaining new DIN through DIR 3 form
  • Filing of DIR-11/DIR-12 Form with MCA
  • Preparation of necessary documents and completing compliances as per Secretarial standards

    • Introduction :

    Directors play a crucial role in the efficient operation of a company, and their appointment and resignation must comply with the provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014. Here’s a guide to understanding the procedure for appointment and resignation of directors and the compliance requirements involved.

    Appointment of a Director

    Board Meeting:

  • Send a notice to all directors at least 7 days before the meeting, stating the agenda.
  • Pass a Board Resolution to call for a General Meeting (GM) where the appointment will be made.
  • Notify shareholders about the meeting, including the agenda, date, time, and place.

    • General Meeting:

  • Issue notice to directors, shareholders, and auditors at least 21 days before the GM. A shorter notice is allowed with the consent of 95% of voting members.
  • Obtain consent through writing or electronic mode.
  • Pass a resolution for the appointment, subject to shareholders’ approval.
  • Submit Form DIR-12 to the Registrar of Companies (ROC) within 30 days of the appointment.

    • Prerequisites for becoming a director:

  • Director Identification Number (DIN)
  • Digital Signature Certificate (DSC)

    • List of Documents Required

    To Appointment or resignation of Director of a company, several documents are typically required to be submitted to the regulatory authorities. Here’s a list of commonly required documents:
    • 1. KYC Documents of new Director
    • 2. Digital Signature Certificate (DSC) of existing and new director
    • 3. Certificate of Incorporation
    • 4. Resolutions (Formats will be provided)
    • 5. Appointment/Resignation letters (Formats will be provided)
    • 6. Details of resigning director (if any)

    A. Resignation of a Director

    Director’s Resignation:

  • The director must provide a written notice to the company, stating the reasons for resignation.
  • The Board of Directors must present the notice in a General Meeting to inform shareholders.
  • The director’s resignation must be mentioned in the directors’ report presented at the GM.

    • Filing with ROC:

  • Submit Form DIR-12 to the ROC within 30 days from the resignation date.
  • The effective date of resignation is the latest of the date the notice is received or the specified date in the notice.
  • The director must also file Form DIR-11, along with prescribed fees, reasons for resignation, and a copy of the notice, to the ROC within 30 days of resignation.

    • B. Removal of a Director

    Notice of Resolution:

  • Issue a notice of the resolution for removal to all necessary parties at least 7 days before the meeting.
  • If delivery of the notice is not possible, publish it in newspapers and post it on the company’s website.
  • Provide a copy of the notice to the concerned director, who has the right to be heard at the GM.

    • Written Representation:

  • The director may submit a written representation against their removal, requesting it to be circulated to all members.
  • If circulation is not possible, the director may request the representation to be read at the meeting.

    • Filing with ROC:

  • File Form DIR-12 with the ROC within 30 days of the director’s removal, along with the prescribed fees and necessary attachments.

    • Form DIR-12:

  • Includes details of the company, number of directors, date of appointment or cessation, and respective DINs and DSCs.
  • Attachments may include the director’s declaration for appointment or evidence of resignation/cessation.

    • Form DIR-11:

  • Filed to give notice of director’s resignation to the ROC.
  • Includes details of the company, DIN of the resigning director, date of resignation, reasons, and attachments such as the notice of resignation and proof of dispatch.

    • Conclusion

    Compliance with the Companies Act and timely filing of relevant forms are essential to maintain legal conformity during the appointment and resignation of directors. For comprehensive compliance support, consult our services to ensure smooth operations and adherence to regulatory requirements.

    All Inclusive Price of

    ₹ 1,499/- Only

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