Director Change

A new director is appointed by passing a board resolution, obtaining DIN if the person doesn't have one, obtaining consent in Form DIR-2, filing Form DIR-12 with MCA within 30 days of appointment, and updating the company's register of directors.

A director can be removed by shareholders through an ordinary resolution in a general meeting after giving special notice, or the director can resign by submitting a resignation letter to the board. Form DIR-12 must be filed within 30 days of removal or resignation.

Yes, shareholders can remove a director before the expiry of their term by passing an ordinary resolution in a general meeting, provided special notice is given. The director must be given a reasonable opportunity to be heard before the resolution is passed.

Required documents include board resolution, consent letter (DIR-2) for appointment, resignation letter (if applicable), disclosure of interest (DIR-8), identity and address proof of the new director, and Form DIR-12 filed with MCA.

Form DIR-12 must be filed within 30 days of the change (appointment, resignation, removal, or change in designation). Late filing attracts additional fees based on the delay period - ₹300 per day for small companies, ₹600 per day for others, up to 10 times the normal fee.

A private limited company can have a maximum of 15 directors, which can be increased by passing a special resolution. A public limited company can also have up to 15 directors, increasable by special resolution. There is no minimum number for private companies (except one person company).

Yes, foreign nationals can be appointed as directors provided they obtain a DIN and at least one director is an Indian resident who has stayed in India for at least 182 days in the previous financial year. Foreign directors must comply with all regulations.

Form DIR-12 is filed with the Registrar of Companies to intimate changes among directors including appointment, resignation, removal, change in designation, or changes in director details. It is a mandatory filing under Section 7(1)(c) of the Companies Act.

Non-reporting attracts penalties on the company and the officer in default (₹50,000 to ₹5,000 per day of delay), the appointment or removal may not be legally valid, and the company may face compliance issues during audits or inspections.

No, a company must have at least one director at all times (for OPC) and at least two directors for private limited companies. If the number falls below the minimum, the company must appoint directors within 6 months or face penalties and potential dissolution.