Change in Directors Services in India

Overview

Change in Directors: Add or Remove Directors Easily

Directors are appointed by the shareholders of an organisation for the administration of the organisation. A Private Ltd. Company is required to have at least two Directors, and a Limited Company is required to have at least three Directors.

On the other hand, a Limited Liability Partnership (LLP) has Designated Partners, and the Limited Liability Partnership Act, 2008 requires each LLP to have a minimum of two Designated Partners.

The appointment or removal of a Director or Designated Partner is often needed due to various reasons — resignation, expansion, restructuring, or compliance. S.K. & Associates will assist you in filing the required forms to add or remove a Director from your Company or add or remove a Designated Partner from your LLP.

Definition

What is Change in Directors?

Change in Directors refers to the process of adding or removing Directors from a company's Board of Directors — or adding/removing Designated Partners from an LLP. It's a routine corporate action that requires compliance under the Companies Act, 2013 (for companies) or the LLP Act, 2008 (for LLPs).

The process typically involves passing a Board Resolution and, where required, an ordinary resolution at a general meeting, followed by filing the prescribed forms with the Ministry of Corporate Affairs (MCA).

Whether it's a Director resigning, a new Director being appointed, or a board being restructured — every change must be properly documented and filed within the statutory timeline. Missing the deadline attracts penalties under the Companies Act.

Step-by-Step

Procedure for Change in Directors

Five simple steps — from form to final documents.

01

Step 1: Complete Our Simple Form Online

You are required to fill in your details in our simple questionnaire and submit documents — including DIN, DSC, and company details.

02

Step 2: Provide Necessary Details

Provide us with all the required information and documents — including details of the Director to be added or removed, and the reason for the change.

03

Step 3: Document Verification

For further procedures, the details provided by you will be verified — including DIN status, DSC validity, and company compliance status.

04

Step 4: File Documents

We create your documents — Board Resolution, consent letters, and forms (DIR-2, DIR-12, etc.) — and file them with the MCA on your behalf.

05

Step 5: Your Work is Completed

Once the filing is complete, we send you all the documents through courier — including the acknowledgment and the updated list of Directors.

Key Highlights

Highlights in Changing Directors

Key statutory requirements to understand before you make any board changes.

Minimum Requirements

To become the Director of a Company, a person must be at least 18 years old and possess a Director Identification Number.

Minimum age of 18 years
Valid Director Identification Number (DIN)
Indian or Foreign Nationals can become Directors
Foreign Nationals can become Directors of an Indian Company

Director Identification Number

DIN is a unique number allotted by the Ministry of Corporate Affairs for any person who is a Director of a Company or proposes to be the Director of a Company.

Mandatory before appointment
Applied via Form DIR-3
Unique across all companies
Validity must be maintained

Board of Directors

A Private Limited Company must have a minimum of two Directors and up to a maximum of 15 Directors.

Minimum 2 Directors for a Private Limited Company
Maximum 15 Directors (more with approval)
Directors do not have to be shareholders
All Directors must be over 18 years

What's Included

What is Included in Our Package

Everything you need to add or remove a Director — documentation and filing.

Change in Directors Application Preparation

Complete preparation of all documents and forms required for adding or removing a Director — including Board Resolution, consent letter, and DIR-12.

Change in Directors Application Filing

Filing of Form DIR-12 and other required forms with the Ministry of Corporate Affairs (MCA) on your behalf.

ROC Registration Fees

ROC registration fees for the Director change filing are included in our package.

Documents

Documents Required for Change in Directors

Complete Document Checklist

Director Identification Number (DIN) of the proposed/appointed Director
Digital Signature Certificate (DSC) of the Director
Signed Affidavit from the proposed Director
Identity and Address proof of the Director — PAN, Aadhaar, Passport
Consent letter to act as Director — Form DIR-2
Board Resolution approving the appointment or removal
Ordinary Resolution at AGM/EGM for removal of Director
Resignation letter from Director being removed (if applicable)
Certificate of Incorporation and MOA/AOA
DSC of Managing Director or Secretary for MCA filing

Important

What Happens If You Don't File the Change

Not filing the change with MCA creates serious compliance exposure.

Penalty Under Section 450

Non-filing or late filing of DIR-12 attracts penalty under Section 450 of the Companies Act, 2013 — applicable to both the company and officers in default.

Records Stay Outdated

The MCA database continues to show the old Director — creating inconsistencies with shareholders, banks, and regulatory filings.

Compliance Notices

The company may receive show-cause notices from the ROC, and repeated non-compliance can trigger further scrutiny.

Banking & Contracts Disrupted

Banks and counterparties often verify Director details — outdated records can delay signatory changes, loans, and contracts.

Pitfalls

Common Mistakes with Change in Directors

Filing DIR-12 after the 30-day deadline: The form must be filed with the MCA within 30 days of the change. Late filing attracts penalties that compound over time.

Appointing a Director without valid DIN: A Director must have a valid DIN before appointment. The DIN must also be linked to PAN and Aadhaar, or it can be deactivated.

Not passing the required resolution: Appointment is typically done by Board Resolution, while removal requires an ordinary resolution passed at an AGM or EGM with simple majority.

Missing the DIR-2 consent: Form DIR-2 (consent to act as a Director) is mandatory for a new appointment. Without it, the appointment is incomplete.

Not updating the register of Directors: The company's internal register of Directors and Key Managerial Personnel must be updated along with the MCA records.

Removing a Director without proper notice: Removal requires notice, an opportunity to be heard, and proper voting. Procedural lapses can make the removal invalid.

Call Us For a Quote

We can serve our clients more efficiently thanks to cutting-edge practice technology. Connect with us to discuss your Director change.

Application Preparation MCA Filing ROC Fees Included

Call +91-7302566914

Why Us

Why Choose S.K. & Associates for Change in Directors

Complete documentation, MCA filing, and follow-up — with ROC fees included.

Simple Online Process

Everything is handled online — fill the form, upload documents, and we take care of the rest.

Complete Documentation

Board Resolution, consent letters (DIR-2), and all forms prepared by our corporate lawyers.

Accurate MCA Filing

DIR-12 and other required forms filed with the Ministry of Corporate Affairs within the 30-day window.

ROC Fees Included

ROC filing fees for the Director change are included — no surprise charges later.

Fast Turnaround

Most Director changes are completed within 5-10 working days, subject to MCA processing timelines.

30+ Offices, 10+ Years

Backed by 30+ offices across India, 10+ years of experience, and a money-back guarantee.

Conclusion

Keep Your Board Compliant — Every Change Filed On Time

Change in Directors is a routine but compliance-heavy process. Whether it's a resignation, a new appointment, or a full board restructuring — every change must be documented properly and filed with the MCA within the statutory window. Missing the deadline attracts penalties and creates mismatches in your company's public records.

With S.K. & Associates, the entire process is handled by corporate lawyers — from Board Resolution and consent letters (DIR-2) to Form DIR-12 filing and follow-up. ROC fees are included, and you get complete support until the change is recorded. Connect with us today and keep your board compliance up to date.

FAQ

Frequently Asked Questions

A Director of a Company must be above the age of 18 and must have a Director Identification Number. The person can be an Indian National or a Foreign National.

A Private Limited Company must have a minimum of two Directors at all times. A Limited Company must have a minimum of three Directors at all times. A Private Limited Company can have up to a maximum of 15 Directors, with more allowed subject to approval.

A Digital Signature, Signed Affidavit from the proposed Director, and information about the identity and address of the Director are required. Additional documents include Form DIR-2 (consent to act as Director) and Board Resolution.

A Company can remove a Director by passing an ordinary resolution in an Annual General Meeting or an Extraordinary General Meeting. Ordinary resolutions can be passed by a simple majority. Once a resolution is passed, the Company must file the Resolution along with the necessary forms to the Ministry of Corporate Affairs to remove a Director.

A new Director can be added to the Board of Directors by passing an ordinary resolution in an Annual General Meeting or an Extraordinary General Meeting. Ordinary resolutions can be passed by a simple majority. Once a resolution is passed, the Company must file the Resolution along with the necessary forms and the Digital Signature of the Managing Director or Secretary of the Company to the Ministry of Corporate Affairs to appoint a Director.

Director Identification Number or DIN is a unique number allotted by the Ministry of Corporate Affairs for any person who is a Director of a Company or proposes to be the Director of a Company. It is mandatory before appointment.

Yes, Foreign Nationals can become Directors of an Indian Company. They must obtain a DIN and comply with the applicable requirements — though they are not required to have a PAN unless they earn income in India.

No, Directors do not have to be shareholders. They are appointed by the shareholders of an organisation for the administration of the organisation.

A Limited Liability Partnership (LLP) has Designated Partners instead of Directors. As per the Limited Liability Partnership Act, 2008, each LLP must have a minimum of two Designated Partners. The process to add or remove Designated Partners is similar but follows LLP-specific forms and rules.

Non-filing or late filing of DIR-12 attracts penalty under Section 450 of the Companies Act, 2013. The MCA database continues to show the old Director, creating inconsistencies with banks, contracts, and regulatory filings.

Change in Directors

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