Board Meeting : Change in Designation of Director

A board meeting is a formal gathering of a Board of Directors. Most of the organizations, being public or private, profit or non-profit, are ultimately governed by a body commonly known as Board of Directors. The members of this body cyclically meet to discuss strategic matters.

The e-Form DIR-12 is required to be filed for the Change in Designation of the Director within 30 days of such an event. The three aspects of the e-Form DIR-12 are as follows:

  1. Appointment of Director
  2. Resignation of Director
  3. Change in Designation in Director

Every person who has been appointed to hold the office of a director shall on or before the appointment furnish to the company a consent in writing to act as such in Form No. DIR-2. Moreover, it is required to attach a copy of the Board Meetings and extract of minutes of AGM when a change in designation from additional Director to Director takes place.

Thus, review your Board Meeting Minutes immediately after the meeting. When your board meeting minutes are complete and finished, make sure they are distributed to board members as soon as possible. Once the minutes are approved by a vote of the board during the next board meeting, they become part of the official record of the organization. It’s important that a copy of all minutes are kept in one place.

Download Sample
Download a sample of Board Meetings for change in Designation of Director
Download
Download Sample
Download a sample of Board Meetings for change in Designation of Director
Download

FAQs

What is e-Form DIR12?

Every company, whether new or existing, is required to file an e-Form DIR-12 for particulars of its directors and key managerial personnel of the company with the Registrar, within 30 days from the date of appointment or resignation and of any change taking place in their designations.

Can a person be appointed as Director without a Director Identification Number (DIN)?

As per section 152(3) of the Companies Act, 2013, no person shall be appointed as Director of the Company unless he has been allotted a DIN u/s 154 of the Act.

What is the appointment of Directors?

An individual who is appointed or elected as a member of the Board of Directors of a Company, who, along with the other Directors, has the responsibility for determining and implementing the policies of the company. Director is an individual who directs, manages, oversees or controls the affairs of the Company.

Got Questions? Ask Away!

  1. Hey @emmy

    e-Form DIR-12 must be accompanied with a certified true copy of board resolution. In case of appointment, DIR-2 must be attached and in case of resignation, the resignation letter must be attached.

    You can learn about Addition/ Removal of Directors here:

    Hope this helps

  2. Hey @suthar_gunjan

    DIR-12 is an STP (Straight Through Processing) form, hence it gets approved as soon as the payment is made and marked as “Paid” by MCA.

    Hope this helps!

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