way2registration | Change in Directors

Change in Directors

Changes in a company’s board of directors are significant events that require careful attention to compliance with regulatory requirements. Whether you are managing a Private Limited or a Public Limited company, ensuring proper handling of director changes is crucial for maintaining legal and regulatory compliance. Our services are designed to assist companies in navigating these changes seamlessly and ensuring adherence to all statutory obligations.

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Importance of Compliance for Change in Directors
Legal Requirements: Compliance with legal requirements ensures that the company adheres to the Companies Act, 2013, and other applicable regulations. Proper documentation and reporting are essential to avoid legal issues and penalties.
Corporate Governance: Accurate recording and reporting of changes in directors are vital for good corporate governance, transparency, and maintaining the trust of stakeholders, investors, and regulatory authorities.
Avoid Penalties: Non-compliance with regulatory requirements for director changes can result in penalties, fines, and complications during audits or regulatory reviews.
Maintain Accurate Records: Ensuring that director details are up-to-date in the company’s records and with the Registrar of Companies (ROC) helps in smooth business operations and regulatory compliance.
Compliance Steps for Change in Directors
For Private Limited Companies● Board ResolutionA board resolution must be passed to approve the appointment or resignation of a director. This resolution should be recorded in the minutes of the board meeting.● Form DIR-12Purpose: Form DIR-12 is used to report the appointment, resignation, or removal of directors.Filing Deadline: To be filed within 30 days of the change.● Filing of Resignation LetterIf a director is resigning, a formal resignation letter must be submitted to the company, and a copy should be kept for records.● Director’s ConsentFor new appointments, the director must provide a written consent to act as a director, and their details must be updated in the company's records.● Update RegistersUpdate the company's statutory registers, including the Register of Directors and the Register of Directors' Shareholding, to reflect the changes.● Intimate the Stock Exchanges (if applicable)For private companies listed on stock exchanges or undergoing IPO, notify the relevant stock exchanges of the director changes.
For Public Limited Companies● Board and Shareholder ApprovalIn addition to a board resolution, approval from shareholders may be required for the appointment or removal of directors, especially if it involves changes in the composition of the board.● Form DIR-12Purpose: Similar to private companies, Form DIR-12 is used to report the appointment, resignation, or removal of directors.Filing Deadline: To be filed within 30 days of the change.● Shareholder ResolutionFor certain changes, a special resolution passed by the shareholders at a general meeting may be required. Ensure that all necessary resolutions are duly passed and recorded.● Disclosure to Stock ExchangesPublic companies must inform the relevant stock exchanges and update their records on the stock exchange portal regarding changes in directors.● Update RegistersUpdate the company's statutory registers and ensure that all records are accurate and up-to-date.● Update Regulatory FilingsEnsure that any other regulatory filings or disclosures that might be affected by the change in directors are updated accordingly.