Director change in any company shall be made in the following manner:
- resigns or dies
- becomes incapacitated or disqualified or
- removed by the members.
A Director can be appointed by the board, for managing the affairs of the company as per the Memorandum of Association and Articles of Association of the company or by the shareholders at the General Meeting. A director need not be a member of the company in which he is proposed to be appointed. a person proposing to become a Director must obtain a digital signature certificate (DSC) and director identification number (DIN).
Director in a company may need to resign or the Board of Directors or Shareholders may want to remove a Director for any reasons. In such cases, a Director can resign or be removed by filing the intimation of change of Director with the Registrar. if a director resigns from the company, and if he/she holds any shares in the company, he/she must transfer the shares to the new director or existing shareholders.
PROCEDURE FOR CHANGE IN DIRECTORS
- The appointment of a new director should be first approved by the Board of Directors and in the Annual General Meeting of the company, stating and justifying the grave need of appointing a new director. the new director shall give a written consent for acting as a director in the company in Form DIR-2.
- In case of resignation, the resigning director has to give a notice to the Board, on the basis of the notice to conduct a Board meeting to inform about the said resignation and approve the same. The company shall inform the said resignation in the ensuing General meeting. The resigning director and the company needs to submit a copy of the specified resignation to the concerned ROC, within 30 days.
- In case of removal a special notice is required to send by any member to the company. after the deliberate discussion to remove the director from the board and to file the required documents to the concerned ROC, 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, to the concerned ROC, within 30 days from the effect of the resolution.
- Company needs to make necessary entries in its Register of Directors.