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DIRECTOR CHANGE

(For Appointment OR Resignation)

₹ 2,999.00

  • InvenixDirector Eligibility Check
  • InvenixDrafting of Board Resolution
  • InvenixDIR-2 / DIR-11 Preparation (as required)
  • InvenixConsent & Declaration Preparation
  • Invenix Filing of DIR-12 with MCA
  • InvenixDocument Verification
  • InvenixUpdate of Director Details on MCA Portal
  • InvenixUnlimited Chat + Call Support
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Compliance Under Companies Act, 2013

Director change is carried out strictly in line with Section 167 (cessation of director), Section 168 (resignation of director), and Section 152 (appointment of directors) of the Companies Act, 2013, ensuring that every update in the board structure is legally valid and properly recorded.

Form DIR-12 & Timely MCA Filing

All changes in directors are reported to the MCA through Form DIR-12, which must be filed within 30 days of passing the relevant resolutions. Invenix India ensures accurate filing, proper documentation, and adherence to prescribed timelines to avoid penalties or rejection.

End-to-End Professional Support

From drafting board and shareholder resolutions to obtaining consent from the new director and tracking MCA acknowledgment, Invenix India manages the entire director change process, minimizing risks of non-compliance and legal disputes for your company.

Here’s How The Director Change Process Works

Your director change journey broken down into clear, simple steps.

1

Convene a board meeting to propose removal of the existing director and appointment of a new director.

2

Issue special notice to the outgoing director, giving them an opportunity to present their case, if applicable.

3

Hold a general meeting and pass a special resolution for removal of the old director and appointment of the new director.

4

Obtain written consent and declarations from the newly appointed director regarding eligibility and non-disqualification.

5

File Form DIR-12 on the MCA portal within 30 days along with all resolutions and supporting documents, and track MCA acknowledgment.

Director Change – Frequently Asked Questions

Director Change is the process of updating the company’s board by removing an existing director and appointing a new director in accordance with the Companies Act, 2013 and MCA regulations.
The board of directors or shareholders can initiate director change, subject to provisions in the Companies Act, 2013 and the company’s Articles of Association.
Section 167 covers cessation of director, Section 168 deals with resignation of director, and Section 152 governs appointment of directors under the Companies Act, 2013.
A special notice must be given to the director proposed to be removed before the shareholder meeting in which the resolution for removal will be considered.
Form DIR-12 is required to notify the MCA about cessation of the old director and appointment of the new director, along with relevant board and shareholder resolutions.
DIR-12 must be filed with the MCA within 30 days of passing the relevant board and shareholder resolutions approving the director change.
Yes, in most cases a special resolution passed by shareholders is required to approve removal of an existing director and appointment of a new director.
Yes, the director proposed to be removed has the right to receive special notice and to present their case or explanation at the shareholder meeting.
Required documents include board and shareholder resolutions, consent of the new director, Form DIR-12, proof of notice delivery to the outgoing director, and any supporting declarations required under the Companies Act, 2013.
Yes, multiple directors can be removed and/or appointed simultaneously, provided proper resolutions are passed and DIR-12 is filed for all changes with supporting documentation.
A private limited company must have at least 2 directors, and a public limited company must have at least 3 directors at all times as per the Companies Act, 2013.
Yes, a valid DSC is generally required to file DIR-12 and other related forms online on the MCA portal, though TAN-based credentials may be used in limited cases.
Delay or non-filing of DIR-12 can attract additional fees, penalties, and may result in the director change not being legally recognized in MCA records until compliance is completed.
Once the resolutions are passed and documents are correctly filed, the MCA typically updates the director details within a few working days, subject to processing time and any queries.
Yes, if the removal is carried out properly, the outgoing director remains entitled to statutory rights and protections under law, including any dues or benefits as per their terms of appointment.
Yes, Invenix India provides end-to-end support, including document verification, drafting of board and shareholder resolutions, filing DIR-12, and handling any MCA queries or corrections.
Invenix India helps prepare and submit appropriate responses, rectify discrepancies, and re-file if required so that the director change is approved without further delay.
Yes, a director can resign by giving a formal resignation letter, which can simplify the process. The resignation and new appointment must still be reported to MCA through DIR-12.
Yes, failure to follow statutory procedure or non-filing can lead to penalties under the Companies Act, 2013 and may expose the company to legal disputes or regulatory scrutiny.
Professional services like Invenix India ensure timely compliance, error-free documentation, secure MCA filing, and reduced legal risk, allowing promoters and management to focus on business growth.