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Pathak Associates

निदेशक में परिवर्तन

आरओसी फाइलिंग के साथ निदेशक की नियुक्ति, इस्तीफ़ा या बदलाव।

Appointing or removing a director is a decision taken by the board or the shareholders and then filed in Form DIR-12 within thirty days, and it is the filing that makes the change real for everyone outside the company. Until it is filed the MCA record still shows the old board — which means a resigned director remains on the public register as an officer of the company, with the exposure that carries, and a newly appointed one cannot sign anything.

प्रक्रिया

हम वास्तव में क्या करते हैं

  1. 1

    We take the right decision at the right meeting

    An additional director can be appointed by the board and holds office until the next AGM. A regular appointment needs shareholders. Removal before term requires a special notice and an opportunity for the director to be heard, under section 169 — skipping that makes the removal challengeable.

  2. 2

    We collect the consent and disclosures

    An incoming director gives consent in DIR-2 and a disclosure of interest in MBP-1, and confirms they are not disqualified in DIR-8. These are conditions of the appointment, not paperwork that follows it.

  3. 3

    We file DIR-12 within thirty days

    With the resolution, the consent and, for a resignation, the resignation letter attached. The daily fee runs from day thirty-one.

  4. 4

    We file DIR-11 for a resigning director

    A resigning director may file DIR-11 themselves, and where the company is not cooperating they should. It is the only way to get the resignation onto the record independently of a company that has stopped filing.

  5. 5

    We update the registers and the signatories

    The register of directors, the bank mandates, the digital signature registrations on the MCA portal and any authorised signatory records on the GST portal all have to follow. A change filed at the MCA and nowhere else leaves a former director still able to operate a bank account.

यह किसके लिए है

  • Companies appointing an additional, alternate or independent director
  • Directors resigning, who need the record corrected in their own interest
  • Companies removing a director before the end of their term
  • Companies where a director has been disqualified and must vacate office
  • Companies changing a managing director or whole-time director's terms

कितना समय लगता है

Two to five working days from the resolution, provided the incoming director's DIN and DSC are in place. Where the DIN has to be obtained first, add the time for that.

यदि आप कुछ न करें

The public register keeps showing the old board. For a resigned director that is the serious version: they remain an officer of the company on the record, and where the company later defaults — on filings, on statutory dues, on a loan — the record is what a regulator or a creditor works from. Filing DIR-11 personally is the remedy, and it exists precisely because companies do stop filing.

कानूनी आँकड़े

तारीखें, सीमाएँ और धाराएँ

प्रत्येक आँकड़े के साथ उसका स्रोत दिया गया है।
मदमानस्रोत
FilingForm DIR-12 within 30 days of the changeSection 170(2), Companies Act 2013
ResignationEffective from the date of receipt by the company or a later stated dateSection 168(2), Companies Act 2013
Director's own filingForm DIR-11, which a resigning director may file themselvesRule 16, Companies (Appointment and Qualification of Directors) Rules 2014
Removal before termOrdinary resolution with special notice, and a right to be heardSection 169, Companies Act 2013
Minimum directors2 for a private company, 3 for a public company, 1 for an OPCSection 149(1), Companies Act 2013
Resident directorAt least one director must have stayed in India for 182 days or more in the previous financial yearSection 149(3), Companies Act 2013

जो अक्सर ग़लत होता है

  • Treating a resignation letter as the end of it and never filing DIR-12, so the register still shows the director in office
  • Removing a director without the special notice and hearing that section 169 requires
  • Letting the board fall below the statutory minimum after a resignation
  • Losing the resident-director requirement when the only India-resident director leaves
  • Updating the MCA record but not the bank mandate, so a former director retains signing authority

जुर्माना

  • ₹100 per day additional fee on a late DIR-12, uncapped
  • Penalty on the company and every officer in default under section 172
  • A director shown on the register remains exposed to liability for the company's acts
  • Operating below the statutory minimum number of directors is a continuing contravention

ये वैधानिक राशियाँ हैं, हमारा शुल्क नहीं। हमारा शुल्क आपकी स्थिति पर निर्भर करता है और कोटेशन में दिया जाता है।

शब्द जो आपको मिलेंगे

डीआईएन
डीआईएन आठ अंकों का वह नंबर है जो कॉर्पोरेट कार्य मंत्रालय किसी व्यक्ति को कंपनी निदेशक बनने के लिए जीवन भर के लिए देता है।

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