1What should I know before changing directors in Private Limited Company?
While carrying change in the board of directors, the company must obtain consent from its Board and members, as required by passing a resolution. Further, the care must be taken that the number of directors does not fall below the statutory limit after removal or resignation.
2 What should I do if number of director(s) in my company is less than 2/3?
If the total number of directors is less than the number prescribed, the company shall appoint a director(s) in the company to fulfill the requirement within 6 months from removal/resignation/death of the concerned director.
3Can I resign myself from the company?
Yes, a director can voluntarily resign. The notice of resignation must be served to company stating reason of resignation. Also, the resigning director needs to file a form for intimation to MCA about his resignation from company.
4What are the pre-requisites to add a director in company?
An individual to be added as a director must be major and qualified under the Companies Act, 2013. For the appointment, the consent of the members is also required.
5Do I need to apply for another DIN, if I have already procured one?
No, you are not required to obtain another DIN. It is permanently allotted and can be used for a person’s subsequent appointment in any company/LLP.
6Whether director needs to subscribe shares for his appointment?
There is no requirement to subscribe the shares by the director. However, if the Articles (AoA) of the company prescribe for any such subscription, it must be fulfilled as a condition for his appointment.
7 Can a Body Corporate be appointed as director in the company?
Only an individual can act as a director in the company. Hence, if any LLP or Company is willing to be added as a director in the company, only its representative may act as the director.
8 Whether NRIs / Foreign Nationals are qualified for appointment of director in Private Company?
Yes, an NRI or Foreign National can be a Director of a Private Limited Company after obtaining Director Identification Number. However, at least one Director on the Board of Directors must be an Indian Resident any time after company incorporation.
9What should I do to remove a Director from a company?
In order to remove a director from a Company, the directors shall conduct a meeting of members for their consent after serving special notice in this regard. The exiting director must be given an opportunity to represent his grounds.
10My director has filed his resignation, what should I do now?
Once the director has filed his resignation with the company and MCA, it is the responsibility of the company to intimate the change to MCA. The requisite e-form is required to be filed within 30 days from the resignation. Further, the vacancy of the director is also required to be filled as per the requirement.
11Do I need to sale/transfer my shares while ending my tenure as director in a company?
No, even after the end of the tenure as director, a person can hold the shares in the company. However, if the shares in the company are subscribed as a condition to appointment as provided by AoA, the shares are also required to be disposed of in the manner provided in AoA.
12 How to transfer the shares while change of director in the company?
The shares of the company shall be transferred by way of executing the Share Transfer deed and by affixing the stamps as per the rates mentioned in the Stamp Act of the concerned State after the change.