Here’s everything you need to know:
Step 1: Check the requirements
To add a new director, see if the company's AOA permits it. If the company's AoA does not contain any such clauses, it should be changed to permit the appointment of an additional company director.
Step 2: Seek consent via Form DIR-2
The proposed director must sign Form DIR-2 indicating their agreement to serve as the director.
Step 3: Passing a board resolution
The company must pass a board resolution to appoint a particular person as a director of the company.
Step 4: Identification and Certification
Obtain the new director's DIN (director identification number) and DSC (digital signature certificate).
Step 5: Prepare the forms
Get Forms DIR-2, DIR-12, and Form DIR-8 completed at ROC after gathering the essential paperwork and information needed for the procedure.
In case of removal of a director…
Step 1: Organise a meeting
A board meeting must be held within seven days of the issue date, and notice of the meeting must be given to all shareholders.
Step 2: Passing a resolution
A resolution is adopted calling for a general meeting at which the director will be removed, with the consent of the shareholders.
Step 3: Second general meeting
Following a 21-day notice, the second shareholder meeting is held to vote on the earlier resolution, and the director being removed is given the opportunity to speak about their removal.
Step 4: File forms and final resolutions
The shareholders must submit Form DIR-12, along with the attachments of the board resolution and an ordinary resolution.
Step 5: Removal from the MCA database
Upon completion of all procedures, the name of the concerned director is removed from the Ministry of Corporate Affairs (MCA) database and website.
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