All the affairs of the company are managed and control by the Board of directors, they are the supreme authority. Section 149 of the companies Act,2013 provides for the constitution of the Board of directors. Private companies are required to have min. 2 Board of directors and a Limited company is required to have min 3 directors as per section 149.

A company shall have max.15 directors. The company may appoint more than 15 directors by passing a special resolution.

Change in the directorship of a company is possible at any time as ans when needed.

Appointment of Directors 

Following is the procedure for the appointment of Directors

  •  Call a board meeting and pass a board resolution for the appointment of the directors and authorizing a director to file and other documents necessary to comply with the requirement of the provision and Act
  • Call a General Meeting where the resolution will be passed subject to the approval of the shareholders.
  • Obtain Digital Signatures and DIN of the Director so appointed.
  • File e-form DIT-12 with the Registrar

  Document required and attached in Form DIr-12

  • Consent in writing to act as Director in Form DIR-2
  • A declaration that Director as not disqualified,
  • Copy of Board resolution.

RESIGNATION OF DIRECTOR (Section 168 of the Companies Act, 2013)

  • A Director may resign from his office by giving a notice in writing to the company
  • The Notice of resignation may be filed by the director with the registrar in e-form DIR-11 within 30 days of resignation
  • On receipt of the notice given by the director, the Board of Directors must present the same in the General Meeting to the shareholders so that they are informed of the same. 
  • The company must file e-form DIR-12 with the registrar within 30 days of receipt of notice of resignation 
  • The effective date of resignation will take effect from  
  • then the date on which the notice is received by the company
  • The date specified by the director in the notice Whichever is later 

Removal of Director  

As per section 169 of the companies act,2013 a company may remove a director before expiry of the period of his office by passing an ordinary resolution after giving the director a reasonable opportunity of being heard.

Procedure for Removal of Director

  • A special notice shall be sent to the company for the removal of the director at least 14 days before the general meeting
  • Copy of special notice need to send to the director concerned
  • Directors concern shall have a right to make a written representation against his removal
  • The company shall give notice of the resolution for the removal of the director to all the necessary persons at least 7 days prior to the general meeting along with.
    • Copy of written representation
    • Fact of written representation made by the director
    • Where circulation of written representation is not possible, then the director may require it to be read out at the meeting
    • A Company shall file e-form DIR-12 with the registrar within 30 days from the date of passing the resolution.

 Procedure for Change in Directors – How to Change Company Director

The general process for change is directors in the private limited and public limited companies as follows

  • In the Annual general meeting appointment of the new director need to approve, and Board of Director of the company should justify the need of appointing a new director. The new director shall give consent for acting as a director in the company in Form DIR-2
  • The resigning director has to give notice to the Board of Directors, and the company is required to conduct a Board Meeting and then a General meeting to inform about said resignation. Approve then same through taking a resolution by a simple majority. The resigning director also needs to submit a copy of the specific resignation to the concerned ROC in Form DIR-11 within 30 days.
  •  Resignation or appointment of Director, the company is required to submit a copy of the resolution taken in the Board meeting or General Meeting of shareholders, with Form DIR-12 to the concerned ROC, within 30 days from the effect of the resolution.
  • Then company need to make necessary entries in its Register of Directors, maintained in accordance with the provision of Section 170 of the new Indian Companies Act of 2013
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