What is Change in Directors?

Change in Directors refers to the process of adding, removing, or replacing directors in a company’s board structure. It is governed by the Companies Act, 2013, and must be duly filed with the Registrar of Companies (ROC) using prescribed forms such as DIR-12, MGT-7, and MGT-14 (where applicable).

Directors are the face of a company and are responsible for its operations, decisions, and legal compliance. Whether you’re appointing a new director, handling resignations, or executing a board reshuffle, every change must be formally documented and reported to the MCA.

This process ensures that the company’s board reflects its current leadership, helping maintain legal accuracy, investor trust, and smooth business functioning.

✅ Benefits of Changing Directors
🎯 Written from the client’s perspective.

1️⃣ Keeps your company board aligned with current business strategy
2️⃣ Ensures updated records with ROC for compliance and audits
3️⃣ Allows onboarding of expert leadership or investor nominees
4️⃣ Enables removal of inactive or underperforming directors
5️⃣ Builds trust among stakeholders with transparent governance
6️⃣ Maintains credibility in banking, tenders, and regulatory dealings
7️⃣ Avoids penalties for outdated or incorrect MCA records

📑 Documents Required for Change in Directors
📂 Important documents with brief descriptions.

1️⃣ 📄 Board Resolution – Approving appointment or resignation
2️⃣ 🪪 DIN (Director Identification Number) – Valid DIN for new directors
3️⃣ 📝 Consent Letter – DIR-2 signed by the new director (for appointment)
4️⃣ 🧾 Resignation Letter – From the outgoing director (for resignation)
5️⃣ 📋 Identity & Address Proof – PAN, Aadhaar, or passport of director
6️⃣ 🗂️ DIR-12 Form – Filed with ROC to report the change officially

👤 Eligibility for Change in Directors
🧾 Who can be appointed or removed as a director?

The following can be appointed as company directors:

• Individuals with a valid DIN (Director Identification Number)

• Age 18 years or above (Indian or foreign nationals)

• Not disqualified under Section 164 of Companies Act

• Companies with compliant ROC filings and valid registration status

This change applies to all business types:

• Private Limited Companies

• Public Limited Companies

• One Person Companies (OPC)

• LLPs (for designated partners)

🔄 Process of Changing Directors
🔁 Step-by-step breakdown of the legal procedure.

1️⃣ Board Meeting – Approve appointment, resignation, or removal of a director
2️⃣ Obtain DIN (if needed) – For newly appointed directors
3️⃣ Consent from Director – Collect DIR-2 or resignation letter
4️⃣ File DIR-12 with ROC – Submit director change form within 30 days
5️⃣ File MGT-14 (if needed) – For public companies or special resolutions
6️⃣ Update Company Records – Reflect changes in internal and statutory registers

⏱️ Timeline for Change in Directors
⏳ Approximate processing times.

• Document Preparation & Board Approval – 1–2 working days

• DIR-12 Filing with ROC – Within 30 days of change

• DIN Application (if needed) – 1–3 days

Total Time Required: Typically 3–7 working days, depending on ROC turnaround.

❓ Frequently Asked Questions (FAQs) about Change in Directors

1️⃣ Is DIR-12 filing mandatory for all director changes?
Yes, it is compulsory to file DIR-12 within 30 days of any change.

2️⃣ Can we appoint a foreign national as director?
Yes, as long as they have a valid DIN and PAN (if applicable in India).

3️⃣ What happens if we miss the filing deadline?
Late filings attract additional fees and may lead to penalties.

4️⃣ Is shareholder approval always needed?
Not always. For private companies, board resolution may suffice; public companies may need shareholder approval.

5️⃣ Can a director resign without the company’s approval?
Yes, but the company must still file DIR-12 to inform the ROC.

6️⃣ How many directors can a company have?
Private companies: minimum 2, maximum 15 (can increase via special resolution).

7️⃣ Do we need to update GST, bank, and other records?
Yes, it is advisable to update all business-related authorities post-director change.

8️⃣ Can a director be reappointed after resignation?
Yes, if approved by the board/shareholders and all filings are completed.

9️⃣ What is the penalty for non-compliance?
Failure to file can lead to ROC penalties ranging from ₹50 to ₹500 per day.

🔟 Do you handle end-to-end compliance?
Yes, we manage the entire process including drafting, board resolutions, and ROC filings.