Director Change
Recommendedexclusive of MCA Fees
Starting from₹2499
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Process changes in directors, including appointment, resignation, or removal.
Select the option that matches your requirement. Our team will confirm the scope before starting your application.
exclusive of MCA Fees
Government fees and third-party charges apply where mentioned.
Directors play a central role in the operation and strategic direction of a Private Limited Company. They manage daily activities and make important decisions affecting the company's future and shareholder investments.
As a business grows, it may appoint additional directors to meet operational needs or shareholder expectations. Every appointment must comply with the Companies Act, 2013 and maintain proper corporate governance.
LegallensIndia assists companies with director appointments while ensuring that the process follows the applicable statutory framework.
A director is appointed by shareholders to oversee the company's operations in accordance with its Memorandum of Association and Articles of Association.
Because a company is a legal entity that cannot act independently, it operates through natural persons. Together, its directors form the Board of Directors and are entrusted with overall management.
In a Private Limited Company, directors handle daily decisions and manage company affairs while safeguarding the investments entrusted to them by shareholders.
Executive directors participate directly in routine management and operations. They may hold positions such as Chief Executive Officer, Chief Financial Officer, or Chief Operating Officer and contribute to strategic and operational decisions.
Non-executive directors do not manage daily operations. They provide objective oversight, contribute to Board decisions, and bring external perspectives and expertise.
Independent directors are non-executive directors without material or pecuniary relationships with the company or its management. Their independence supports unbiased judgment, shareholder protection, transparency, and fairness in governance.
A Private Limited Company must have at least two directors and may ordinarily appoint up to 15 directors.
A company that needs more than 15 directors can appoint additional directors by passing a Special Resolution supported by more than 75% of voting shareholders.
| Section | Provision |
|---|---|
| Section 149 | Board composition, minimum and maximum directors, and requirements concerning female and resident directors |
| Section 152 | Director appointment through a General Meeting and the requirement for a Director Identification Number |
| Section 161 | Appointment of additional, alternate, and nominee directors by the Board |
| Section 164 | Conditions that disqualify an individual from serving as a director |
Review the company's Articles of Association to confirm that they authorise the appointment or addition of directors.
If the necessary clause is absent, amend the Articles of Association before proceeding.
Director appointments are generally made at the Annual General Meeting. An appointment required at another time must be addressed through an Extraordinary General Meeting.
To convene an EGM, the Board first passes a resolution calling the meeting. Shareholders then pass another resolution appointing the director.
The resolution must be filed with the Registrar of Companies in Form MGT-14 within 30 days of being passed.
The appointee must obtain a Digital Signature Certificate and Director Identification Number if they do not already hold them.
The individual must provide the DIN to the company and declare that they are not disqualified under the Companies Act, 2013.
The proposed director formally agrees to the appointment through Form DIR-2, confirming their willingness to assume directorial duties.
After the regulatory requirements are completed, the company issues a formal Letter of Appointment describing the director's role, responsibilities, compensation, and other relevant terms.
File the director's consent in Form DIR-2 and the particulars of appointment in Form DIR-12 with the Registrar of Companies within 30 days of the appointment.
Enter the new director's details in the Register of Directors and Key Managerial Personnel so the company's Board records remain current.
Update the director's information with the GST Network and other relevant tax authorities to keep regulatory and company records accurate.
| Form or Action | Purpose | Timeline |
|---|---|---|
| DIN | Unique identification number for the proposed director | Before appointment when not already held |
| DSC | Electronic signing of appointment documents | Before completing electronic filings |
| MGT-14 | Filing the appointment resolution passed at the General Meeting | Within 30 days of passing the resolution |
| DIR-2 | Consent of the proposed director | Filed after appointment with the ROC |
| DIR-12 | Particulars of the director's appointment | Within 30 days of appointment |
LegallensIndia provides end-to-end support, beginning with a review of the Articles of Association and continuing through the AGM or EGM, DIN and DSC applications, director consent, and ROC filings.
The service helps businesses expand their Boards through a seamless, legally compliant appointment process under the Companies Act, 2013.