Change in Management/Director
Under the Companies Act of 2013, a change of management or directors of a business in India entails various stages and compliances to ensure that legal and regulatory obligations are completed.
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Change in Management/Director
Under the Companies Act of 2013, a change of management or directors of a business in India entails various stages and compliances to ensure that legal and regulatory obligations are completed. This is an overview:
Board Meeting: The first step is normally to hold a board meeting to address the proposed changes in management or directors. The board of directors assesses the need for change and decides on a plan of action.
Following talks, the board of directors passes a resolution approving the modification. This resolution could include the nomination, resignation, dismissal, or retirement of directors or key management people.
Shareholder Approval: Depending on the nature of the change, shareholder approval may be necessary. For example, the nomination or removal of directors may require shareholder approval by ordinary or extraordinary resolutions, according to the rules of the Companies Act, 2013.
Intimation to Registrar of Companies (RoC): Within 30 days of the change, the firm must file the proper paperwork with the Registrar of Companies to advise them of the change in management or directors. Forms DIR-12 for director nominations or resignations and Form MGT-14 for shareholder resolutions may be required, depending on the situation.
Director Identification Number (DIN): If there are changes to the board of directors, such as the appointment of new directors, it is critical that the newly appointed directors obtain a Director Identification Number (DIN) in accordance with the Companies Act of 2013.
The corporation must update its registers and records, including the Register of Directors and Key Managerial Personnel, to reflect changes in management or directors.
Compliance with Corporate Governance Norms: Companies must follow the corporate governance standards established by the Companies Act of 2013, as well as any other applicable rules. This includes guaranteeing transparency, accountability, and ethical standards in all processes involving changes in management or directors.
Companies must disclose and convey changes in management or directors to key stakeholders, such as employees, shareholders, creditors, and regulatory agencies, in a timely and transparent manner.
Legal and Regulatory Compliance: It is critical to ensure that any changes in management or directors conform with all legal and regulatory obligations, including provisions of the Companies Act of 2013, the rules published under it, and any other applicable laws and regulations.
Documentation and Record-Keeping: All decisions, resolutions, forms, and documents pertaining to a change in management or directors should be accurately documented and kept in the company’s records for future reference and compliance audits.