Changing company directors is just like making a strategic move in a cricket match where one player steps off the field and someone new runs in, and the game continues with stronger than ever. No drama, just a smoother management.
The good news? The entire procedure to change director in private limited company India becomes even more smoother, and you can handle most of it online all by yourself.
Perhaps you are adding a new player to your team through company director addition online in India or replacing one through MCA director change filing in India. The complete process is designed in a way to keep your company growing strong without any issues.
In this blog will provide complete insights on how to change director in private limited company online in India with every corner touched.
Who are Directors in a Company?
A director is an individual who is appointed to the board of an organization to manage, control or lead its business matters. A director is also called as a board member as a collective body and is entrusted with making strategic decisions that help the company grow in the market and stay ahead of competitors.
A company can not take any decision on its own; they need collective board members or shareholders approval to rule any decision.
Why Do Director Changes Happen?
Director change happens due to various reasons, and they are a normal part of the company’s growth. The reason may be personal, strategical, or compliance related. Sometimes companies bring new directors to bring fresh ideas and skills, which leads to appointment of director in company records.
Other times a director may step down due to personal reasons, retirement, or a shift in company vision. Sometimes companies change the directors for strong leadership or better decision-making. Overall Change in director is a natural thing that brings productivity to the company and helps them tackle any future challenges.
Consideration Before Initiating a Change in Director
Before change in board of directors a company should look out for few important things those are:
- Check the Company Rules: First, check your country’s laws related to Articles of Associations or internal policies for the right way to remove or appoint a director.
- Ensure There is a Valid Reason: Reasons generally can range from resignation, retirement, poor performance, conflict of interests, or failure according to legal requirements.
- Get the Director Consent or Resignation (If Applicable): If appointing a new director, they must give a formal consent. In case you remove someone, you have to follow certain legal steps.
- Hold Meetings Board or Shareholder: Here Most companies require a formal meeting to make that change official.
- Prepare all Necessary Documents: Forms, minutes of the meeting, consent letters, and updated registers will likely be needed.
- Back to Government: Such changes have to be reported to the relevant authority for your company, such as the company registry, within the required time frame.
- Make Changes to Internal and External Records: It will necessitate changing the company’s records, bank accounts, and contracts, updating its online presence and other credentials that mention its directors.
- Notify Change: Tell employees, clients, banks, and partners when necessary.
Step by Step Process of Change in Directors in a Company
Follow this simple 5 step procedure for change of director in a private company in India:
Step – 1: Appointment Proposal
The first step starts with the submission of a resignation letter by the existing director stating the date of departure.
At this stage, important statutory details such as full name, address, date of birth, nationality, and identification numbers should be requested so that filings can be made accurately in the future.
Step – 2: Board Action
- Call a meeting of the board (or use written resolutions if allowed).
- The board resolves to accept the resignation and/or appoint a new director (or recommend the appointment to the shareholders where required).
- To record these decisions in the board minutes and to pass any necessary ancillary resolutions (change of bank account signatories/resolutions, delegated powers).
Documents Required to Change Company Directors:
- Director’s resignation letter (if removing a director)
- Consent to act (only when appointing a new director)
- Proof of ID and residence of director
- Director Identification Number or similar ID (if required)
- Declaration of qualification/no-disqualification
- Board resolution for the appointment or resignation
- Shareholders resolution (only if required)
- Minutes of the board or general meeting
- Updated Register of Directors
- Statutory forms for filing with the Registrar (country-specific)
Step – 3: Approval of Shareholders
There are even some changes which, according to the company constitution or local laws, necessarily require the approval of shareholders. In that case, the committee calls a shareholders’ meeting or issues a written members’ resolution.
All these approved decisions are then transcribed into minutes and kept in statutory records. But if shareholder approval is not required, it goes right to the internal record update.
Step – 4: Register Updation, Contracts, and More
After securing approvals, she updates the Register of Directors under Company Acts and also updates other statutory records, while internal records such as employment or service contracts, necessary access rights, and bank signatories are also revised.
All necessary handover including the return of company property or transfer of responsibilities should be completed to maintain operational continuity.
Step – 5: File With Authorities
Finally, the company submits the required forms to the company registrar or relevant government authority within the permitted timeframe.The time frames usually lie between 14 days and 30 days, depending on the local law.
- Update tax reports and notify business licenses, regulators, major clients, auditors, and service providers.
- Appointment letters would be given to new directors while sending an official acceptance/thank-you letter to existing directors.
- Retain copies of all filings, the certified minutes, and confirmations in company records.
Some Important Laws Related to Director Change in India
Summary
In 2026, changing a director in a company is no longer a complex legal process, by understanding the legal process, preparing required documents, and maintaining transparency a business can smoothly change directors without any issue.
Change director in private limited company with Regible your trusted corporate consultant in Guwahati Assam serving peoples since 2020 with complete service satisfaction.
FAQs:
What is the maximum number of directors an Indian company requires?
A company can have a maximum number of 20 directors. If it requires more then shareholders must approve some special resolution.
Are all directors required to have a DIN?
Yes, a DIN (Director Identification Number) is required before being officially appointed.
What is the lowest pay a director can take?
A director can take no salary legally at all. There is no minimum pay requirement.
Who is more powerful between shareholder and director?
Obviously the shareholders are more powerful because they own the company and have power to appoint or remove a director.
Is it possible to fire a director without informing them?
No, you have to give a proper reason and clarification before firing a director.
What is DIR-12 and what’s its purpose?
DIR-12 is an MCA form which is used to appoint, resign, or remove directors for a private limited company.
What is the late charge for changing a director?
The late charge if the DIR-12 filed late is 100rs per day with no upper limit to it.
Whom to consult related to director change in Guwahati Assam?
Without a doubt consult Regible Corporate Advisor LLP in Guwahati Assam for any type of queries or work related to director removal.
