How to Change Director in a Company?

Who is the Director?

Director is someone who gives direction, who has the responsibility to manage the affairs and who plays a vital role in every kind of organization.

The Director of a company is a person elected by the shareholders for managing the affairs of the company as per the Memorandum of Association (MOA) and Articles of Association (AOA) of a company.

What is DIN?

DIN refers to the Director Identification Number and it is a mandatory requirement for all new directors of a company. It is an eight-digit Unique Identification Number allotted to all directors. It has lifetime validity.

Types of Directors 

  • Residential Director
  • Independent Director
  • Women Director
  • Additional Director
  • Alternate Director

Change in Directorship of a Company

The company can change its Director:

By appointing a new director or resigning the old director of the Company. This alteration is often done by the companies at any time after the incorporation of the company. 

The change in directorship is possible at any time as and when required. The change includes addition and removal both. This can be voluntary or due to the demand for change. The demand for change in the board of directors arises in case of need for an expert or due to the resignation or death of an existing director. 

Addition of director 

A director can be added to a general meeting with the approval of the shareholders. Hence a change in the directorship of a company is possible by adding a director in an annual general meeting (AGM) or an extraordinary general meeting (EGM).

• Send notice for the board meeting 

• Pass resolution for the appointment 

• File form DIR-12 with MCA 

• In AGM, pass a resolution to regularize the additional director 

• File form DIR-12 with MCA

Appointment of Director

In the AGM or EGM : 

Send notice to directors for the board meeting 

Pass a board resolution for calling the General Meeting 

Send Notice to all the shareholders 

Pass resolution in AGM or EGM 

File form DIR-12 with MCA 

Removal of director 

A director can resign his directorship voluntarily from the company or he can be removed by the company with a reasonable cause. On the other hand, the total number of directors is not less than 2. If the company receives a resignation letter then it shall take a record of it by passing a board resolution. 

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