Director Appointment and Resignation
Changes in the board must be approved and reported to the Registrar within the time allowed. Late or missing filings lead to fees and can leave the company with an outdated public record.
Appointment
- Obtaining the director’s DIN (applied through the form where needed) and DSC.
- Consent to act as director (DIR-2) and declarations of interest and non-disqualification.
- Board resolution appointing an additional director, or shareholder approval as required.
- Filing DIR-12 with the Registrar within 30 days of appointment.
- Updating registers and, where an additional director is appointed, regularising at the next general meeting.
Resignation
- Written resignation by the director to the company.
- Board noting the resignation.
- Company files DIR-12 within 30 days.
- The director may also file DIR-11 with reasons, which is optional for most companies.
A company must not fall below the minimum number of directors, and at least one director must be resident in India.
LLPs
Changes in designated partners or partners of an LLP are reported in Form 4, along with any change to the LLP agreement in Form 3.
Frequently asked questions
Can a director resign without notice?
A director can resign by giving notice in writing, but the company must remain compliant with minimum director rules. Plan replacements in advance.
Can a foreign national be appointed?
Yes, subject to obtaining a DIN with attested documents and the resident-director requirement.
What if DIR-12 is filed late?
It can be filed with additional fees, but the record remains incorrect until then. File on time.
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