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Director Change in India

Director Change refers to the process of adding, removing, or replacing a director in a company. This procedure is governed by the Companies Act, 2013, and is essential to ensure proper governance and compliance with the Ministry of Corporate Affairs (MCA) regulations.

Who Needs to File for Director Change?

  • Companies appointing a new director to strengthen their board.
  • Companies removing an existing director due to resignation, disqualification, or other reasons.
  • Companies replacing a director to ensure compliance with statutory requirements or for operational purposes.

Benefits of Properly Filing Director Change

  • Legal Compliance: Ensures adherence to MCA regulations and avoids penalties or legal action.
  • Improved Governance: Facilitates the smooth functioning of the company’s board with the right leadership.
  • Operational Efficiency: Brings in expertise and enhances decision-making by adding suitable directors.
  • Transparency: Maintains updated records in MCA’s database, fostering trust among stakeholders.

Consequences of Non-Compliance

Failure to file the necessary forms for a director change may result in legal penalties, delays in operations, and a loss of stakeholder confidence. Companies are required to file the appropriate resolutions and forms, such as DIR-12, within the stipulated time.

Documents Required for Director Change

  • Consent letter (Form DIR-2) from the incoming director.
  • Notice and minutes of the board/shareholder meeting approving the change.
  • Director Identification Number (DIN) of the new director.
  • Digital Signature Certificate (DSC) of an authorized director for filing forms.
  • Proof of resignation (in case of removal) such as resignation letter or board resolution.

Step-by-Step Process for Director Change

  • Board Meeting: Conduct a board meeting to discuss and approve the director change.
  • Obtain DIN: Ensure the new director has a valid DIN. If not, file for DIN allotment using Form DIR-3.
  • Prepare Forms: Draft the necessary forms (such as DIR-12) and attach the required documents.
  • File with MCA: Submit the approved forms to the MCA portal using the DSC of an authorized director.
  • Update Registers: Update the company’s statutory registers to reflect the director change.
  • Acknowledgment: Receive confirmation from MCA for successful filing and update of records.

Filing Lounge's Process for Director Change

  • Initial Consultation: We understand your requirements and guide you through the entire process.
  • Document Preparation: We prepare all necessary resolutions, notices, and forms for director change.
  • Filing Assistance: We ensure timely submission of forms, including DIR-12, on the MCA portal.
  • Post-Filing Support: We provide updates on the filing status and assist with maintaining statutory records.

How Filing Lounge Can Help

Filing Lounge offers professional services to ensure seamless and compliant director change processes. Our team of experts simplifies the procedure, minimizes errors, and ensures timely filing to avoid penalties or delays.

  • Expert Consultation: Receive tailored advice for your company’s specific needs.
  • Comprehensive Support: We handle all aspects of the process, from document preparation to filing.
  • Quick Turnaround: Our team ensures your director change is completed promptly and accurately.
  • Compliance Assurance: Stay compliant with MCA regulations and avoid unnecessary legal hurdles.

For more information, visit our Director Change page.

With Filing Lounge, you can manage your director change requirements with ease and efficiency.

Proprietorship vs Limited Liability Partnership (LLP) vs Company

Features Proprietorship Partnership LLP Company
Definition A sole proprietorship is an unregistered business entity managed by a single individual. A legal contract between multiple parties to jointly manage and run a business operation. A business type that combines aspects of a partnership and the limited liability of a corporation. A registered business where owners and shareholders have limited liability.
Ownership
  • Single individual
  • Min 2 Partners
  • Max 50 Partners
  • Designated Partners: Min 2(No upper limit)
  • Min: 1 shareholder (for a private company), 7 shareholders (for a public company)
  • Max: 200 shareholders (for a private company), no upper limit (for a public company)

For One Person Company
  • Minimum: 1 individual
  • Maximum: 1 individual
Registration Time 7-10 working days
Promoter Liability Unlimited Liability Limited Liability
Documentation
  • Partnership Deed
  • PAN card of the partnership firm
  • LLP Agreement
  • Incorporation Certificate
  • PAN card of the LLP
  • MOA
  • AOA
  • Certificate of incorporation
  • PAN card of the company
Governance No specific governing law Governed by the terms outlined in the partnership deed Governed by the LLP agreement Governed by a formal structure including a Board of Directors
Transferability Business cannot be transferred Ownership transfer requires the consent of all partners as outlined in the partnership deed. Transferable Easily Transferable for public companies. In private companies, there might be some restrictions.
Compliance Requirements
  • Income tax filing if the turnover exceeds Rs. 2.5 lakhs.
  • Must file ITR 5
  • Must file ITR 5
  • File Form 11
  • Form 8
  • MCA filing
  • Auditor's appointment
  • File ITR 6

Director Change FAQ's

What is Director Change?

Director Change refers to the process of appointing, removing, or replacing a director in a company, in compliance with the Companies Act, 2013.

Why is Director Change necessary?

Director Change is necessary to align the company’s board with its operational or strategic needs and ensure compliance with legal requirements.

What documents are required for Director Change?

The required documents include identity proof (Aadhaar, PAN, Passport, or Voter ID), address proof (utility bill or bank statement), resignation letter (if applicable), consent letter (Form DIR-2), and a copy of the board resolution.

Can Director Change be done online?

Yes, the process can be completed online through the MCA portal by filing forms such as DIR-12, along with the required documents.

What forms are required for Director Change?

Form DIR-12 is required for notifying the MCA about the appointment, resignation, or removal of a director. Form DIR-2 (Consent to act as Director) is also needed for new appointments.

Can an outgoing director's resignation be withdrawn?

Yes, a resignation can be withdrawn before its acceptance by the board by submitting a withdrawal notice in writing.

What is the process for Director Change?

The process includes passing a board resolution, obtaining the necessary documents from the incoming or outgoing director, filing Form DIR-12 on the MCA portal, and updating the company’s records.

What happens if Director Change is not reported to the MCA?

Failure to report Director Change can result in penalties for non-compliance, and the company’s statutory filings may be affected.

How long does the Director Change process take?

The process typically takes a few working days after filing the required forms and documents, provided all details are accurate.

How can Filing Lounge help with Director Change?

Filing Lounge provides expert assistance with the entire Director Change process, including document preparation, filing statutory forms, and ensuring compliance with MCA regulations.

Related Business Registrations

In addition to registration or incorporation, a business may require other registrations depending on the business activity undertaken. Talk to an Advisor to find out registrations your business may require post registration.

MCA Compliance

Each registered entity is required to meet its compliance duties at the close of each financial year. This generally includes auditing financial statements, filing income tax returns, and submitting annual forms to the Ministry of Corporate Affairs (MCA).

Compliance For Form Due date Penalty
Commencement of Business Intimation to Registrar for Commencement of Business Within 180 days from incorporation INR 50,000 on company and INR 1,000 per day on directors for each day of default
Annual KYC of Directors DIR 3 E-KYC 30th September of every year INR 5,000 for late filing
Appointment of Auditor Form ADT 1 Within 15 days of the AGM INR 300 per day (max INR 12,000)
Financial Statements Form AOC 4 Within 30 days from the AGM INR 100 per day of default
Annual Return Form MGT 7 Within 60 days from the AGM INR 100 per day of default

All Limited Liability Partnerships (LLP) in India must file annual returns with the Ministry of Corporate Affairs (MCA). FilingLounge provides affordable services to help you keep your LLP compliant.

LLP Compliance Form Due date Penalty
Annual KYC of Directors DIR 3 KYC 30th September of every year INR 5,000 for late filing
Annual Return Form 11 May 30th every year INR 100 per day of default
Statements of Accounts and Solvency Form 8 30th October every year INR 100 per day of default (minimum penalty INR 10,000)

In addition to the filings listed above, there may be other compliance requirements relevant to LLPs. To ensure all compliance needs of your LLP are met, please seek assistance from a Filinglounge Advisor.

Entity Compliance Form Due date
Private Limited Company Annual Return MGT-7 Within 60 days from the conclusion of the AGM
Financial Statements AOC-4 Within 30 days from the conclusion of the AGM
DIR-3 KYC DIR-3 KYC 30th September every year
Return of Deposits DPT-3 30th June every year
Appointment of Auditor ADT-1 Within 15 days from the conclusion of the AGM
Income Tax Return (Non-audit case) ITR-6 31st July every year
Income Tax Return (Audit case) ITR-6 30th September every year
Annual GST Return GSTR-9 31st December of the subsequent financial year
MSME Form Form 1 (MCA) half-yearly return by 31st October (April to September), & 30th April for the period October to March every year
Limited Liability Partnership Income Tax Return (Non-audit case) ITR 5 31st July every year
Income Tax Return (Audit case) ITR 5 30th September every year
Annual Return Form 11 30th May every year
Financial Statements Form-8 30th October every year

Note : There might be extra filings needed depending on your business type and activities. Talk to a FilingLounge advisor to get the right guidance for your company's compliance.