Change of Director / Designated Partner
Every private limited company/ Limited Liability Partnership is required to have minimum 2 directors/ Designated Partners and maximum 7 directors in case of a company, however there is no limit for partners in Limited Liability Partnership. Directors/ Designated partners are responsible to handle the management of the company/ limited liability partnership.
Every company or limited liability partnership may be required to changes its management due to various reasons wherein appointment or resignation of Directors/ Designated partners is required. Every decision to appoint or retire/resign the directors/ designated partner is required to be documented by passing board resolution, consent of the incoming directors/ partner, resignation of retiring director/ partner, amendment of limited liability agreement and filing of form with Ministry of Corporate Affairs. It is important to remember that every company or limited liability partnership should have minimum 2 director or partners after such change.
Intimation regarding change of directors/ partners in the company/ limited liability partnership is required to be sent to the Ministry of corporate affairs through a form to be filed within a time limit from such change. Non-filing of such form may attract future penalties and inaccurate business transactions. Filing of necessary forms and supporting documents is an important aspect and requires expert support and professional guidance.
We at TaxMuneem take care of all your needs by providing personal supervision to compile forms and correspondence with department.
MCA fee for Filing Forms
Format of Consent/ resignation letter
Any other service selected in package
Amendment of LLP Agreement
Cost of DSC
Additional fee for late filing
Cost of stamp paper of LLP Agreement
Declaration by present directors/ partners
Consent to act as director/ partner.
Resignation of director/ partner
2 to 3 working days to appoint the director
A Director is a person who is charge of an activity of a department or an organisation. Designated Partner is similar to the director in the company.
Section 152 of the Companies Act 2013 deals with the Appointment of Directors. Section 168 of the Companies Act 2013 governs the provisions relating to the Resignation of Directors.
The Director shall be appointed in the General Meeting of the Company. A Director can resign from the office by giving a notice in writing to the Company. The Company shall be required to intimate the Registrar any change in directors in Form DIR-12 and shall post the information on its website regarding the Resignation of Director. The Company shall also be required to place the fact of such resignation in the Board Report in the next Annual General Meeting.
In case of appointment/resignation of partner, notice of resignation or consent to act as partners shall be filed with the company and after its approval in the meeting, a resolution is passed and accordingly limited liability agreement is amended which is filed in form 3 with Ministry of corporate affairs.
The following shall be the pre-requisites: –
- Director Identification Number/ Designated Partner Identification Number
- Consent to act as a Director/ Partner
- A declaration that the person proposed to be appointed as a Director is not Disqualified to be appointed under section 164 of the Act.
The Director shall be required to forward a copy of resignation along with the detailed reason for the resignation in Form DIR-11 along with the fees as may be prescribed.
If the Articles of Association do not provide the names of the First Directors, then, the Subscribers to the Memorandum of Association shall be deemed to be the First Directors of the Company.
The provisions relating to Number of Directorship is contained under Section 165 of the Companies Act 2013. Accordingly, this section provided that a person can hold directorship in not more than 20 Companies at a time, out of which 10 shall be Listed Companies.
Yes, the consent to act as a Director shall be filed in Form DIR 2 and the declaration that the Director is not Disqualified shall be filed with the Registrar. In case of partner in limited liability partnership consent is shall be obtained for which no separate form is prescribed.
If a company contravenes any of the provisions of this Chapter and for which no specific punishment is provided therein, the company and every officer of the company who is in default shall be punishable with fine which shall not be less than fifty thousand rupees, but which may extend to five lakh rupees.
Yes, in the following cases, the director shall be disqualified to be appointed as a director where-
- He is of Unsound Mind
- He is an undischarged insolvent
- He has been convicted of an offence involving moral turpitude
- He has applied to be adjudicated as insolvent and his application is pending.
- He has not paid any calls in respect of any shares held by him.
- Such other disqualification as the Registrar / Central Government may provide according to the circumstances of the prevailing conditions.
If the Company contravenes the provision of this Section, then the Company and every officer of the company who is in default shall be punishable with a fine which shall not be less than Rs. 50,000/- but which may extend to Rs. 5,00,000/-. In case consent of partner is not obtained the Limited Liability Partnership and its every partner shall be punishable with fine which shall not be less than Rs. 10,000 but which may extend to Rs. 1,00,000.
If the person functions as a director even after knowing that the office in which he has been appointed or is proposed to be appointed, then, he shall be punishable with imprisonment for a term which may extend to 1 year or with a fine which shall not be less than Rs. 1,00,000/- or which may extend to Rs. 5,00,000/-