Change in Designation of Director
Change in Designation of Director
Under the Companies Act, 2013, directors may hold different designations such as Director, Additional Director, Alternate Director, Managing Director, Whole-time Director, Nominee Director, or Director appointed in casual vacancy. At Cardiff Service, we assist businesses in managing all compliance requirements related to the change in designation of directors. Whether it is from Additional Director to Director or from Additional Director to Managing Director, our team ensures a smooth transition with proper documentation and ROC filings.
As per Section 152(2) of the Companies Act, 2013, every director must be appointed in a general meeting of shareholders. However, an Additional Director can be appointed by the Board of Directors under Section 161(1), subject to the Articles of Association. Such an appointment is valid only until the next Annual General Meeting (AGM). For the appointment to continue, shareholders must approve it in the AGM, and Form DIR-12 is required to be filed for the change in designation. Cardiff Service provides complete assistance with Board Resolutions, AGM procedures, and ROC compliance to ensure that the transition is handled correctly.
The Companies Act also allows an Additional Director to be appointed as a Managing Director, provided shareholder approval is obtained. The Board may first appoint the individual as an Additional Director and simultaneously designate them as Managing Director, but this appointment must be regularized at the next AGM by passing a special resolution. Once approved, the tenure as Managing Director is considered effective from the date of the original appointment as Additional Director. Filing Form DIR-12 is again mandatory in this case. Cardiff Service helps companies manage these Board and shareholder approvals while ensuring compliance with the Act.
With Cardiff Service, companies can rely on end-to-end support for director appointments, resignations, and change in designations, ensuring compliance, accuracy, and timely filing with the Registrar of Companies.
Features – Change in Designation of Director with Cardiff Service
Flexible Designation Updates
A director may initially be appointed under one designation, but the designation can later be changed as per company requirements.
Multiple Change Possibilities
Designation changes may include:
From Additional Director to Director
From Additional Director to Managing Director
From Managing Director to Director
From Managing Director to Whole-time Director
From Whole-time Director to Managing Director, and more.
Compliance with Section 161(1)
As per the Companies Act, an Additional Director can only hold office until the date of the next Annual General Meeting (AGM). His appointment must be regularized by shareholders through resolution at the AGM.
Provisions under Sections 196 & 117
These sections govern appointment, re-appointment, and change in designation of Managing Director, Whole-time Director, or Director of a Company. Cardiff Service ensures compliance at every step of the designation change process.
ROC Filing of Form DIR-12
Every change in designation must be filed with the Registrar of Companies (ROC) through Form DIR-12 within 30 days of the change. Cardiff Service handles the entire filing process accurately and on time.
Documents Required for Change in Designation of Director
At Cardiff Service, we simplify the process of changing a director’s designation in compliance with the Companies Act, 2013. To ensure smooth filing and legal compliance, the following details and documents are generally required:
Director Identification Number (DIN) of the concerned director.
Purpose of filing – Appointment, cessation, or change in designation.
Designation after change (e.g., Executive Director, Non-Executive Director, etc.).
Effective date of the change in designation.
Category of director – Promoter, Professional, Independent, or Small Shareholder’s Director.
Whether the director is a Chairman, Executive Director, or Non-Executive Director.
Email ID of the director for official communication.
Declaration of consent from the appointee in Form DIR-2.
Declaration of interest in other entities by the director.
Copy of General Meeting Resolution approving the change.
Copy of notice circulated for the general meeting.
Copy of minutes of the general meeting recording the resolution.
Evidence of cessation, if applicable.
With Cardiff Service, all required documents are compiled, verified, and filed accurately to avoid delays or compliance issues. Our team ensures that every step of the designation change process is handled seamlessly.
Procedure for Change in Designation of Director
At Cardiff Service, we ensure a smooth and compliant process for changing the designation of directors under the Companies Act, 2013. Below is the step-by-step procedure for appointment and regularization of an Additional Director:
Check Articles of Association
Verify if the Articles of Association (AOA) permit the appointment of an additional director.
If allowed, proceed as per the provisions of the AOA along with the following steps.
Obtain DIR-2 & DIR-8
Collect Form DIR-2 (consent to act as director) and Form DIR-8 (declaration of non-disqualification) from the concerned appointee.
Ensure that Form DIR-2 is filed with the Registrar of Companies (ROC) in Form DIR-12 within 30 days from the date of appointment.
Pass a Board Resolution
Conduct a duly convened Board Meeting and pass a resolution approving the appointment of the person as an Additional Director.
The appointment is valid until the next Annual General Meeting (AGM) or the last date on which the AGM should have been held.
File Form DIR-12 with ROC
File Form DIR-12 along with necessary attachments with the Registrar of Companies within 30 days of passing the Board Resolution.
This completes the legal compliance for appointment/regularization of the Additional Director.
Issue Notice of AGM
Prepare and issue a Notice of Annual General Meeting (AGM) specifying the regularization of the Additional Director as a special business item.
Pass Ordinary Resolution at AGM
Conduct the AGM and pass an Ordinary Resolution for the regularization of the Additional Director into a full-time Director.
File Form DIR-12 with ROC
Submit Form DIR-12 to the Registrar of Companies (ROC) within 30 days of passing the resolution.
Attach all necessary supporting documents to update the change of designation from Additional Director to Director.
Entry in the Register of Directors
Update the company’s Register of Directors and Key Managerial Personnel (KMP) immediately in compliance with Section 170 read with Rule 17 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
Frequently Asked Questions
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