Changing Director or Designated Partner

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Changing Director or Designated Partner

Directors are appointed by the shareholders of a Company for the management of a Company. As per Companies Law of 2013, a Private Limited Company is required to have a minimum of two Directors and a Limited Company is required to have a minimum of three Directors. On the other hand, a Limited Liability Partnership (LLP) has Designated Partners and Limited Liability Partnership Act, 2008 requires each LLP to have a minimum of two Designated Partners. The appointment or removal of a Director or Designated Partners may be required due to various reasons. Legal Suvidha Providers can help you file the necessary filings to add or remove a Director from your Company or add or remove a Designated Partner from your LLP.

So, the following points must be kept in mind while adding or removing a director in a company:

• That to become a director, a person must be at least 18 years old.
• He must possess DIN allotted by MCA in case of adding a director.
• Foreign nationals can also become directors in an Indian Company.
• Proper resolutions must be passed in board meetings for accepting directors & for accepting resignations of the going directors.

For effecting any change in LLP following points must be kept in mind:
• A resolution for effecting any change in LLP must be passed.
• A supplement agreement must be executed.

To add a Director or Designated Partner, Digital Signature must first be obtained for the proposed Director. Once Digital Signature is obtained, the proposed Director can be added into the Company with the consent of the shareholders. To remove a Director from a Company or LLP, it is important to ensure the Company or an LLP would have the minimum required the number of Director or Designated Partner after removal of the Director. If so, then the resignation letter along with the required form must be filed to effect the resignation of the Director.

Process of Changing Director or Designated Partner

Frequently Asked Questions

A company can intimate changes among managing director, directors, manager and secretary of a company by filing Form DIR-12 with ROC within 30 days from the date of such change takes place.

Following information & documents are required for intimation to ROC about such change:-
Information
• Name & DIN of the new director of the Company.
• E-mail id & Mob. No. of new Director of the Company.
• Name of the director who is to remove from the directorship of the Company.

Documents
• Board Resolution for the appointment of Director.
• Appointment letter.
• Consent Letter.
• Board Resolution for removal of the director of the company.
• Resignation Letter.
• Acceptance of resignation letter.
• ID & Address proof of the Director.
• 2 Photograph of Director.

Following information and documents are required for the change in the LLP Agreement:-
Documents required
• Initial LLP agreement.
• Supplementary/amended LLP agreement containing changes.
• Consent to act as a partner/designated partner.
• Evidence of cessation.
• The affidavit or any other proof of a change of name in case form is filed for a change in name of the existing partner.
• Copy of resolution of the company in case the appointed partner is a body corporate.
• Copy of resolution/authorization of such body corporate also on letterhead mentioning the name and address of an individual nominated to act as nominee/designated partner on its behalf.

Information required
• Name & LLPIN of LLP.
• Name, DPIN & DSC of the authorized partner of LLP for filing form.
• Details of Business activities to be carried on by LLP on incorporation.
• Total no. of partners as on date.
• Details of each partner to contribute money or property or other benefit or to perform services and their profit sharing ratio.
• Name, father’s name, address, Date of birth, Occupation & e-mail id of the appointed partner in the LLP.
• Date of the event.
• Name, father’s name, address, Date of birth, occupation & e-mail id of cessation partner from the LLP.
• No. of LLP & No. of Company in which appointed partner is a partner or Director.

A Director of a Company must be above the age of 18 and must have a Director Identification Number. The person can be an Indian National or a Foreign National.

A Private Limited Company must have a minimum of two Directors at all times. A Limited Company must have a minimum of three Directors at all times.

A Company can remove a Director by passing an ordinary resolution in an Annual General Meeting or an Extraordinary General Meeting. Ordinary resolutions can be passed by a simple majority. Once a resolution is passed, the Company must file the Resolution along with the necessary forms to the Ministry of Corporate Affairs to remove a Director.

A new Director can be added to the Board of Directors by passing an ordinary resolution in an Annual General Meeting or an Extraordinary General Meeting. Ordinary resolutions can be passed by a simple majority. Once a resolution is passed, the Company must file the Resolution along with the necessary forms and the Digital Signature of the Managing Director or Secretary of the Company, to the Ministry of Corporate Affairs to appoint a Director.

• Documents required from Director:
PAN Card, Residence Proof, DIN declarations, Consent letter for the appointment, etc.
• Documents required from Company:
Board Meeting Resolution for Appointment and Letter of Appointment.
Legal Suvidha Providers will help you for preparing and filing of these documents with the ROC office.

Anyone to be appointed as Director needs to give his approval for an appointment to the Company. This document is known as the Consent Letter.

Form DIR-12 is filed with the MCA portal for the appointment of the director.

A) Executive Director is one who devotes his whole time of working hours to the company and has a significant interest in the company as his source of income.
B) Non-Executive Director does not dedicate his whole time in the day to day functions of the Company. Only attends Board Meetings and guide the company in its policy matters.
C) Additional Director is a director who is appointed at any time between two Annual General Meeting of the Company. Such additional director needs to be confirmed as director in the next coming AGM.

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