Change in director
The change in directorship of a company is possible any time as and when needed. The change includes addition and removal both. There can be voluntary change or due to the demand in change. The demand arises in case of need of an expert in the board or due to death or resignation of an existing director. In any such event, to exhibit the change a company must follow the rules specified under the Companies Act.
Addition of director
A director can be added in a company only in a general meeting with the approval of the shareholders. Hence a change in the directorship of a company is possible by adding a director in an annual general meeting or call an extraordinary general meeting. But sometimes it is not feasible to wait for an AGM neither is it possible to call an extraordinary general meeting. In these circumstances, a company can add an additional director in a board meeting and later on it can regularize such director in the upcoming AGM
Appointment of Additional Directors
- Send notice to directors to call the board meeting
- Pass resolution for the appointment
- File form DIR-12 with MCA
Removal of director
A director can voluntarily resign from the company or a company can remove the director with a reasonable cause. But in either of the cases, the total number of directors must not be less than 2. If the company receives the letter of resignation then the company shall take a record of it by passing a board resolution. The director is deemed to have resigned from the date on which the company receives the notice from the director or the date specified if any by the director in the notice, whichever is later. The company has to file a form with MCA within 30 days of the resignation.