What is a Change of Director?

A change of director refers to the legal process of adding, removing, or replacing directors in a company’s records. This change of director in company must be communicated to the ROC within the prescribed time using the appropriate MCA forms.

A director change may occur through:

• Appointment of a new director

• Resignation or removal of an existing director

• Reappointment after retirement

• Change in designation (for example, from Executive to Non-Executive)

These changes are part of maintaining accountability and ensuring that company management stays compliant with statutory norms.

How to Change a Director in a Company

The change of director process is governed by the Companies Act, 2013, and requires the following steps:

1. Hold a Board Meeting to approve the proposed change.

2. Pass the necessary resolution for appointment or removal.

3. Obtain consent (Form DIR-2) from the new director.

4. File Form DIR-12 with the ROC within 30 days of the change.

5. Attach all required documents—resignation letters, consent forms, and ID/address proofs.

6. Once filed, the MCA portal automatically updates the company’s directorship details.

7. Make corresponding updates in banking, GST, and compliance records.

Documents required include:

• Board or Shareholder Resolution

• Form DIR-2 (Consent to act)

• Proof of Identity and Address of Director

• Resignation Letter (if applicable)

• Digital Signature Certificate (DSC)

You can also complete the change of director online, which makes the process faster and easier through digital filing on the MCA Portal.

With AuditFiling

Changing a company director seems straightforward but involves precise legal filings, accurate documentation, and timely compliance to avoid penalties and unnecessary change of director fees. AuditFiling ensures your directorship change happens seamlessly and correctly.