ROC Compliance Change in Directors
The process for a change in director of a company in India involves several steps, including board meetings, shareholder approval, and filings with the Registrar of Companies (ROC).
- Director Identification Number (DIN):
- If the new director doesn’t already have one, they need to apply for a DIN (Director Identification Number). This is a mandatory requirement for anyone becoming a director in an Indian company.
- Board Meeting:
- The company Board of Directors needs to hold a meeting and pass a resolution proposing the change in director. This could be due to appointment, resignation, removal, etc.
- General Meeting (Depending on the situation):
- In some cases, a General Meeting of Shareholders might be required to approve the change. This is typically the case for appointment of a new director or removal of an existing director before their term ends.
- For the General Meeting, proper notice needs to be sent to shareholders beforehand, outlining the details and agenda of the meeting.
- Shareholder approval usually happens through a voting process, and the resolution needs to be passed by a majority.
- Form DIR-12 Filing:
- Once the change is approved (through board resolution or by shareholders), an e-Form DIR-12 needs to be filed with the ROC within 30 days. This form electronically informs the ROC about the change in company directors.
- Additional Steps:
- If the change involves a director resigning, they might also need to file a separate Form DIR-11 with the ROC within 30 days of their resignation.
- The company needs to update its Register of Directors to reflect the change.
