What is a Change in Director?

A change in director means any modification in a company’s board composition — whether it’s the appointment, resignation, or removal of a director. These changes are an essential part of a private limited company’s lifecycle and are governed by the Companies Act, 2013.

It’s vital to record such changes officially by passing board resolutions and notifying the Ministry of Corporate Affairs (MCA) through prescribed forms. Timely compliance helps maintain accurate company records and builds trust with shareholders, partners, and regulators.

Why Do Director Changes Happen?

• Resignation – A director may step down due to personal reasons, new opportunities, or retirement.

• Removal – Directors can be removed by shareholders or the board for reasons such as non-performance or misconduct.

• Appointment – New directors may be brought in to add expertise, fill vacancies, or expand leadership.

• Change in Designation – For example, from Whole-time Director to Non-Executive Director.

• Update in Personal Details – Such as name change or change of address in MCA records.

Laws Governing Director Changes in India

• Section 152 – Appointment of directors, obtaining a DIN, and filing consent (Form DIR-2).

• Section 168 – Director resignations, filing DIR-12 by the company, and optional DIR-11 by the director.

• Section 169 – Removal of directors through shareholder resolution.

• Section 164 – Disqualifications for becoming a director.

Process for Appointment of a Director

1. Obtain DIN – Apply via Form DIR-3 if not already allotted.

2. Board Meeting – Approve the appointment and pass a resolution.

3. Consent – Obtain Form DIR-2 from the director.

4. ROC Filing – Submit Form DIR-12 within 30 days.

5. Special Resolution (if applicable) – File MGT-14 if required.

Process for Resignation of a Director

1. Resignation Letter – Director submits to the company.

2. Board Meeting – Acknowledge resignation via resolution.

3. Filing by Company – Submit DIR-12 to the ROC.

4. Filing by Director (Optional) – File DIR-11 for personal record with ROC.

Process for Removal of a Director

1. Special Notice – Issued under Section 169.

2. Board Meeting & EGM – Discuss notice and pass an ordinary resolution.

3. Right to be Heard – The director must be allowed to present their case.

4. ROC Filing – File DIR-12 to record the removal.

Updating Director Particulars with MCA – Taaza Consultancy Private Limited

In addition to appointing, resigning, or removing directors, companies frequently need to update director particulars such as their address, designation, or name in the MCA records.

How to Change a Director’s Address in MCA?

To update a director’s address with the Ministry of Corporate Affairs (MCA), the company must:

• File Form DIR-6:

  • This form is used for intimating the Registrar of Companies (RoC) about any changes in director particulars.

  • It must be digitally signed by the director and certified by a practicing professional such as a Chartered Accountant (CA), Company Secretary (CS), or Cost Accountant (CMA).

• Documents Required:

  • Proof of new address (utility bill, rent agreement, etc.)

  • PAN copy

  • Passport-size photograph

  • Director’s Digital Signature Certificate (DSC)

• Update in MCA Records:
  Once approved, the updated address will reflect under the director’s DIN in MCA’s database.

Changing Director’s Designation (e.g., Executive to Non-Executive)

• Pass a Board Resolution:
  Approve the designation change in a Board Meeting and record the decision in the minutes.

• File Form DIR-12:
  Inform the RoC about the change within 30 days.

• Attachments Required:

  • Certified copy of the Board Resolution

  • Consent letter from the director (if applicable)

  • Supporting documents (if any)

Note: A director’s name change also follows this process using Form DIR-6, supported by documents such as a gazette notification or updated PAN card.

Essential MCA Forms for Director Changes

• DIR-2: Consent to act as director (required from every new director).

• DIR-3: Application for Director Identification Number (DIN).

• DIR-6: Update director’s KYC details such as name, address, or nationality.

• DIR-11: Notice of resignation filed by the resigning director directly with RoC.

• DIR-12: Notify RoC of appointments, resignations, removals of directors or Key Managerial Personnel.

• MGT-14: Filed for certain resolutions (e.g., appointment of whole-time or managing director).

Government Fees for Director Changes

• Filing DIR-6 is usually free but must be certified by a practicing professional, which may incur service charges.

Penalties for Late Filing

• Late filing attracts a penalty of ₹100 per day of delay, with no maximum cap.

• This can lead to substantial fines even for short delays.

Updating Other Registrations Following Director Changes

A change in directors often requires updating other registrations to maintain regulatory compliance:

1. GST Updates

If the director is an authorized signatory on GST, update their details on the GST portal:

• Log in at gst.gov.in.

• Navigate to Services > Registration > Amendment of Registration Core Fields.

• Add or remove authorized signatories as needed.

• Verification via OTP or DSC/EVC is required.

2. Bank Account Updates

Banks must be notified to update authorized signatories:

• Pass a Board Resolution to approve changes.

• Submit the resolution, KYC documents of new directors, DIN details, and updated bank mandate.

3. Updating Other Business Licenses

• Import Export Code (IEC): Update director info on the DGFT portal.

• PF and ESI: Update principal employer details if applicable.

• Sector-Specific Licenses:

  • FSSAI (food sector)

  • RERA (real estate)

  • SEBI, RBI, MSME, etc. as applicable.