Appointment or Removal of New Directors in Company - Procedure, Fee and ROC Compliances

Appointment or Removal of New Directors in Company - Procedure, Fee and ROC Compliances


in a Public Limited Company, Private Limited Company and in OPC
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Change in directorship of company is done by either addition of director i.e. appointment of director or by removal of director i.e. resignation of director. In case of change in directors, intimation is to be given to Registrar of companies with certain set of documents by the company. Section 149(1) of the Companies Act, 2013 requires that every company shall have a minimum number of 3 directors in the case of a public company, two directors in the case of a private company, and one director in the case of a One Person Company. A company can appoint maximum 15 fifteen directors.
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Requirements for appointment of New Director

Check list for Director's appointment
  • Check whether proposed director has DIN (Director Identification Number)
  • If not, then need to obtain DIN and Digital Signature
  • Consent Letter from Director
  • Self attested copy of PAN and address proof from proposed director
  • Board resolution from company appointing additional director
  • If director appointment is to be done by members approval then need to check existing director’s approval in Board meeting (Board resolution copy) and members approval in extra-ordinary general meeting (general meeting resolution copy)

Requirements for Resignation of an Existing Director

  • Take resignation letter from resigning director
  • Issue Resignation acceptance letter
  • Board resolution from company for resignation of director

Precaution to be taken before appointment or resignation of Director

If proposed director is having DIN (Director Identification Number) then check whether DIN is active (de-activated or disqualified DIN numbers do not qualify for appointment of director in any company)
In Board meeting new director appointed as an additional director and then to regularise in forthcoming annual general meeting as director.

Process of Directors Appointment or Resignation (Removal)

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New Director's Consent and BR
First prepare proposed director consent letter and board resolution for appointment and get these signed. IF new Director do not have DIN and DSC, then need to apply this before filing DIR 12. New Directors ID and Address proof is must here.
Resigning Director's paper works
in this case, first get resignation letter, resignation acceptance letter issued by company for attachment in DIR 12
File DIR 12 Form
Next Prepare Form DIR-12 and attach all required documents and file form with ROC. Filing Process is online. DIR-12 has to be filed with ROC within 30 days (Event date + 30 days) from the date when such change takes place.
Updates ROC Records
DIR 12 is SFP form. Once the DIR 12 is filed, New Directors name appear in ROC records immediately and Resigned Director’s name removed from ROC records

Applicable fee for filing of Form DIR-12

ROC Fee Directors Appointment or Resignation | Fee based on Share Capital of the Company
  • For Share Capital upto Rs 99,000 - ROC Fee Rs 200
  • For Share Capital Rs 1,00,000 to 4,99,999 - ROC Fee Rs 300
  • For Share Capital Rs 5,00,000 to 24,99,999 - ROC Fee Rs 400
  • For Share Capital Rs 25,00,000 to 99,99,999 - ROC Fee Rs 500
  • For Share Capital Rs 1,00,00,000 and above - ROC Fee Rs 600

Delay or Non-Compliance Penalty in filing DIR 12 form

If company fails to file Form DIR-12 within time then company becomes liable to pay additional fee as below given details -

Delay Up to 30 days
2 times of normal fees. IF Govt Fee is Rs 200, then Penalty is Rs 400.

More than 30 days and up to 60 days
4 times of normal fees

More than 60 days and up to 90 days
6 times of normal fees

More than 90 days and upto 180 days
10 times of normal fees

More than 180 days
12 times of normal fees

Our Professional Fees & Expenses

Appointment of New Director
upto 2 Director
2500 Buy
Appointment of New Director
upto 5 Director
3500 Buy
Removal of Director ( Resignation)
2500 Buy
Appointment and Removal of Directors (together)
New Appointment/ Removal upto 4 Directors
3500 Buy

Note : Govt fee vary from Rs 100 to Rs 600 and higher based on Share Capital of the company. Govt. Fee not included in above professional fee and payable as per actual.

How to Proceed?

Appointment or Removal of New Directors in Company - Procedure, Fee and ROC Compliances

Frequently Asked Questions

    • Yes, in private limited company, there should be at-least 2 directors at any point of time. In case, number of directors reduces to less than 2 and if company carries on business for more than six month, when number of members is below statutory limit, then every person who is a member of the company and has knowledge of this fact, shall be severally liable for payment of whole debts of the company contracted during that time and may be severally sued.
    • Yes, resigning director can file Form DIR-11, attaching copy of his/her resignation letter and copy of document showing details of resignation intimation given to company.
    • No, it is not mandatory for resigning director to file Form DIR-11 to ROC.
    • Only individual can be appointed as a director of a company.
    • A person can be a Director in a maximum of 20 companies at any point of time. A person can not be a Director of more than 10 public companies at the same time. Alternate directorship is to be included and directorship in a dormant company is not to be included in it.
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