Change in Stakeholder/Director/Partner
A stakeholder of a Company or LLP is a person directly or indirectly related to the Company/LLP. Here, we shall be using the term mainly for Director or Partner of a Company or LLP, respectively. Director is, however, a person elected by the shareholders for managing the company's affairs as per the Memorandum of Association and Articles of Association of the company. Since a company is an artificial judicial person created by law, it can only act through the agency of natural persons. Thus, only living persons can be Directors of a company and the management of a company is entrusted to the Board of Directors. Appointment of Directors is required from time to time based on the requirements of the shareholders of the business.
- Addition of Director in a Private Limited Company
- Removal/Resignation of a Director from a Private Limited Company
- Addition of a Partner in a Limited Liability Partnership
- Removal/Resignation of a Partner from a Limited Liability Partnership
- Addition/Resignation of a Partner in a Partnership Firm
While appointing/removing a director for your company, you will need to adhere to a few procedures in accordance to the Government. TAXAJ experts will help you in the same.
It Usually takes 2 to 4 working days.
- Obtain Digital Signature for new director
- Obtain DIN for new director
- Drafting of director appointment letter , Disclosure of interest, Board Resolution
- Filing of DIR-12
- Companies/LLP that want to appoint/remove director(s).
- Companies that need assistance in quickly completing the director/partner change process with perfection
- Purchase the plan
- Provide details required for obtaining the Digital Signature and DIN
- Receive DIN and Digital signature
- Get secretarial services to draft director appointment letter, resignation letter, disclosure, resolutions
- TAXAJ files DIR 11 & DIR-12 on your behalf
Name, Contact Number and Email Id of all the Stakeholders.
Directors Identification Number, if already.
Self Attested PAN, Aadhar & Passport size photo of all the Stakeholders.
Apostilled Passport, Mobile Bill and other KYC docs in case of NRI Stakeholder.
Specimen Signatures of all Stakeholders.
New Shareholding pattern (50:50 or 60:40) between the Stakeholders.
How many types of Director are there in a company?
The following are the types of Director in Company:
What is a Director Identification Number?
Is there any limit on the number of Directors in a Company ?
Only an Individual (living person) can be appointed as a Director in a Company.
A body corporate or business entity cannot be appointed as a Director in a Company.
A company can have a maximum of fifteen Directors – it can be increased further by passing a special resolution.
Minimum Number of Director in Company are as follows:
|OPC||Pvt Ltd Company||Limited Company|
|Minimum 1 Director||Minimum 2 Director||Minimum 3 Director|
What is the Residency requirement for a Director ?
Absolutely nothing is mentioned in the Companies Act, 2013 that prohibits any foreigner or NRI as a Director of a Company. However, Section 149(3) provides that. There is no residency requirement mentioned, but every company shall have at least one director who has stayed in India for a total period of not less than one hundred and eighty-two days in the previous calendar year.
What are the conditions/eligibility to be a director ?
The Director of a company is a person elected by the shareholders for managing the company's affairs as per the Memorandum of Association and Articles of Association of the company. Since a company is an artificial judicial person created by law, it can only act through the agency of natural persons. Thus, only living persons can be Directors of a company and the management of a company is entrusted to the Board of Directors. Appointment of Directors is required from time to time based on the requirements of the shareholders of the business.
To appoint a director, the person must have a DSC & DIN, i.e. digital signature certificate and director identification number. Both of these can be obtained for any Individual above the age of 18. The nationality or residency status of the DSC & DIN applicant does not matters. Hence, Indian Nationals, Non-Resident Indians and Foreign Nationals can obtain DIN and be appointed as directors of a company in India.
What does a Director in a Private Limited Company mean ?
Companies Act, 2013 defines the term "Director" as someone appointment to the company's board. The Board of Directors means a group of those individuals elected by the shareholders of a company to manage the company's affairs. Since a company is an artificial legal person created by law, it is necessary to act only through the agency of natural persons. It can only work through human beings, and it is the Directors through whom mainly the company operates. Therefore, a company's management is entrusted to a body of persons called the "Board of Directors".
Another meaning of Director is who administers, controls or directs something, especially a commercial company member. A person who supervises, controls or manages a commercial establishment formed by an act of parliament. A person elected by the company's shareholders to direct the company's policies; a person appointed or elected according to law authorised to manage and control the affairs of a company.
A company is empowered to remove its directors before the expiry of their term, the powers of which is vested with the shareholders. This article deals with the process of removal of directors in a company. Non-compliance with any of the stipulated processes can make the decision void, if appealed in a court.
What is the process to remove a Director?
The most common requirements in the laws ordained involve providing the defendant or defaulter with an opportunity of being heard. It is no different with the removal of a director. The director must present his side before initiating the removal process.
Issue of Notice
The process of removal gets initiated by way of a notice served to contain the agenda. This notice must be processed by shareholders holding a minimum voting power of 1%; or who owns shares on which an aggregate sum of not more than Rs 5,00,000 has been paid upon the date of the notice. Such a notice, known as a special notice, must be signed by all the members. The special note must be delivered to the company at least 14 days before the meeting date, resolved. It may be delivered earlier but wouldn’t be valid if issued before three months of the meeting date.
Notice to members
Representation in writing
The concerned director can make a representation in writing to the company against the notice of removal. He/she is also entitled to plea to the company to send the representation to all the members. Also, the members must be notified of the representation through a notice. If the company cannot send copies to all the members, the director may request that the representation be read out at the meeting. The director is entitled to rights in addition to and without prejudice to his right to be heard orally.
Notice to members
Suppose the organisation or any aggrieved person decides against sending the representation to the members or reading it out in a meeting. In that case, they can apply to the Tribunal, requesting a nullification of the process. Further, the director is also bestowed with the right to issue an order demanding the director cover the cost of application borne by the company. The Tribunal is entitled to annul the process if it finds that the director uses this right to secure unnecessary publicity for the defamatory matter.