Home Appointment or Resignation of Director

Appointment or Resignation of Director

 

Appointment & Resignation of Directors

Directors play a pivotal role in steering a company's strategic direction and ensuring its compliance with legal and regulatory frameworks. The Companies Act, 2013 outlines clear procedures for both the appointment and resignation of directors to maintain corporate governance and transparency.

 Appointment of Directors

Process:

  1. Shareholder Approval: Appointment of directors typically requires approval through an ordinary resolution passed by the shareholders at a general meeting.

  2. Filing with Registrar: The company must file Form DIR-12 with the Registrar of Companies (RoC) within 30 days of the appointment. This form includes details such as the director's consent, DIN (Director Identification Number), and other requisite information.

Documents Required:

  • Consent to Act as Director in writing.

  • Declaration of Non-Disqualification under Section 164.

  • Proof of Identity (e.g., Passport, Voter ID, Aadhar Card).

  • Proof of Residence (e.g., Utility Bill, Bank Statement).

  • DIN (Director Identification Number).

  • Board Resolution approving the appointment.

✉️ Resignation of Directors

Legal Framework:

  • As per Section 168 of the Companies Act, 2013, a director may resign by giving a written notice to the company. The resignation takes effect from the date the notice is received by the company or from any later date specified in the notice.

Procedure:

  1. Notice of Resignation: The director submits a written notice to the company stating the reasons for resignation.

  2. Board Acknowledgment: The Board of Directors acknowledges the resignation and records it in the minutes of the meeting.

  3. Filing with Registrar:

    • Form DIR-12: The company files this form with the RoC within 30 days of receiving the resignation notice.

    • Form DIR-11: The resigning director may file this form with the RoC, providing reasons for resignation, within 30 days.

Documents Required:

  • Notice of Resignation submitted by the director.

  • Board Resolution acknowledging the resignation.

  • Proof of Dispatch of the resignation notice.

  • Evidence of Cessation (e.g., acknowledgment from RoC).

  • Copy of Form DIR-11 (if filed by the director).

Note: In case all directors resign, the promoter or, in their absence, the Central Government shall appoint the required number of directors who shall hold office until the directors are appointed by the company in a general meeting.

 Key Considerations

  • Timely Filing: Ensure that all forms are filed within the stipulated time to avoid penalties.

  • Documentation: Maintain proper records of all communications and resolutions related to the appointment or resignation of directors.

  • Compliance: Adhere to all provisions of the Companies Act, 2013, to ensure legal compliance and avoid any legal repercussions.  

 

Expert Consultation