Appointment and resignation of a director

How is a director appointed or how does one resign?

The board or the members appoint a director, as the articles and the Act allow. The person signs Form DIR-2, the consent to act, before the appointment.

A director resigns by a written notice to the company under section 168. The board notes the resignation. The company files DIR-12 within 30 days of the appointment or of the notice of resignation.

A person who does not already have a DIN applies in DIR-3. The DIN is quoted in DIR-12.

Who can be appointed?

Section 164 sets the disqualifications. Three practical limits come first.

• The person gives a DIN and signs DIR-2.
• A private company keeps at least two directors. At least one director stays in India for 182 days in the financial year.
• An additional director under section 161 holds office until the next annual general meeting.

Which documents does DIR-12 need?

The form is filed with four attachments.

• DIR-2, for an appointment
• The board or members’ resolution, and the minutes
• The letter of resignation, for a resignation
• Identity and address proof where a new DIN is being taken

What are the filing steps?

Company Suggestion completes the change in four steps.

1. The consent, or the resignation letter, is taken in writing.
2. The board passes the resolution. A private company is checked so that two directors remain.
3. DIR-12 is filed within 30 days.
4. The register of directors is updated.

Related page: Annual compliances for a private limited company

Frequently asked questions

4 questions cover the rules that decide this registration.