Add, Remove or Change Directors of a Company
Appointing a new director, or handling a resignation or removal? TAXAJ manages the complete change in directors end-to-end — DSC & DIN for the new director, board & shareholder resolutions, disclosures, and filing of DIR-12 (and DIR-11 for resignations) with the MCA — accurately and on time.
A director is a person elected by the shareholders to manage a company's affairs as per its Memorandum and Articles of Association. Since a company is an artificial legal person, it can only act through natural persons — so its management is entrusted to the Board of Directors. Appointments, resignations and removals happen from time to time as the business and its shareholders evolve.
Every change in the board must be reported to the Registrar of Companies (ROC) through the right forms and resolutions under the Companies Act, 2013. At TAXAJ, our Company Secretaries and legal experts handle the entire change in directors — from obtaining DSC & DIN for a new director to drafting resolutions and disclosures and filing DIR-12 / DIR-11 — so the change is valid and compliant.
Director changes often accompany a transfer of shares, a wider change in stakeholders, or other corporate restructuring.
Appoint a Director · Remove or Resign a Director
Add / Appoint a Director
Bringing a new director onto the board of your Private Limited Company or LLP.
- Obtain Digital Signature (DSC) for the new director
- Obtain DIN (Director Identification Number)
- Draft appointment letter, disclosure of interest & board resolution
- File Form DIR-12 with the ROC
Remove / Resign a Director
Handling a director's resignation, or the shareholders removing a director before term.
- Draft resignation letter & board resolution
- File Form DIR-11 (by the director) & DIR-12 (by the company)
- For removal: special notice, EGM & opportunity to be heard
- Update statutory registers & records
Types of Directors in a Company
Understanding the roles helps you appoint the right kind of director.
Managing Director
Entrusted with substantial powers of management via the AOA, agreement or a resolution.
Ordinary Director
Attends board meetings and participates — neither whole-time nor managing director.
Additional Director
Appointed by the Board between AGMs; holds office only up to the next AGM.
Professional Director
A qualified professional with no financial interest, added for their expertise.
Executive / Whole-time
In full-time employment with the company.
Nominee Director
Nominated by banks/PE investors — or, in an OPC, to take over on the sole director's death.
Alternate Director
Acts for an "original director" absent from India for 3+ months (often for NRIs).
Director Identification Number (DIN)
An 8-digit unique ID mandatory for every director — no one can be appointed without it. The DIN directory holds the director's name, PAN and address; changes must be updated promptly. Get yours via our DIN service.
Who Can Be a Director
Only an individual (living person) above 18 with a valid DSC & DIN — a body corporate cannot be a director. Indian nationals, NRIs and foreign nationals are all eligible; nationality/residency of the applicant does not matter for DSC/DIN.
Resident Director Rule
Under Section 149(3), every company must have at least one director who stayed in India for ≥182 days in the previous calendar year. Need one? See our Resident Director service.
Minimum & Maximum Number of Directors
Only living individuals can be directors. A company can have a maximum of 15 directors — increased further only by passing a special resolution.
| Type of Company | Minimum Directors |
|---|---|
| One Person Company (OPC) | 1 Director |
| Private Limited Company | 2 Directors |
| Public Limited Company | 3 Directors |
Process to Remove a Director Before Term
Shareholders can remove a director before their term ends — but the process must be followed precisely, or the decision can be held void if challenged in court.
Opportunity to be Heard
The director must be given a chance to present their side before removal is initiated — a basic prerequisite of natural justice.
Special Notice
Initiated by a special notice from members holding at least 1% voting power (or shares on which up to ₹5,00,000 is paid up). It must reach the company at least 14 days before the meeting, and not earlier than 3 months before it.
Notice to Members & Director
A copy is sent to members and to the concerned director (whether or not a member) at least 7 days before the meeting; if it can't be circulated, it's published in two newspapers (English + regional) and on the company's website.
Right of Representation
The director may make a written representation and ask the company to circulate it to members, or have it read out at the meeting — in addition to being heard orally.
Tribunal Safeguard
If the company declines to circulate the representation, it (or an aggrieved person) may apply to the Tribunal. The Tribunal can refuse circulation if the right is being used to secure needless publicity for defamatory matter, and may order costs.
Documents Required for a Director Change
- ✓Name, contact number & email ID of all stakeholders
- ✓DIN, if already allotted
- ✓Self-attested PAN, Aadhaar & passport-size photo of all stakeholders
- ✓Apostilled passport, mobile bill & KYC for any NRI/foreign stakeholder
- ✓Specimen signatures of all stakeholders
- ✓New shareholding pattern (e.g. 50:50 or 60:40), if applicable
🧾 Services Covered
Digital Signature (DSC) for the new director · DIN for the new director · Drafting of appointment letter, disclosure of interest & board resolution · Filing of DIR-11 & DIR-12.
Who should buy: companies that want to appoint or remove director(s) and need the change completed correctly and quickly.
📅 Schedule Free 15-Min ConsultationTools That Help With Director Changes
Explore More TAXAJ Compliance Services
Frequently Asked Questions
How do I add a director to a company?
What forms are filed to change a director?
What is a DIN and is it mandatory?
How many directors can a company have?
Can an NRI or foreign national be a director?
Ready to Change Your Board of Directors?
CA · CS · Lawyer — one team for appointing, removing or resigning directors, with DSC, DIN and DIR-12 handled end-to-end, anywhere in India. Professional fee from ₹2,500 + Govt fees.