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Is a DIN Required for a Private Limited Company in India?
A DIN is the unique identification number allotted by the MCA to every company director in India.
6 min read
Add or Remove a Director in a Company
Appoint a new director, record a resignation, or remove one. A change of directors takes effect only when the Ministry of Corporate Affairs has been told about it.
- Digital signature for the director being appointed
- Board and members’ resolutions drafted
- The application prepared and filed with the MCA
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- Your MCA master data updated with the change
- Typically completed in 5 to 7 working days
- A dedicated relationship manager from start to finish
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Changing the directors of a company
Who approves what, the window you have to file in, and why companies choose LegalWiz.in to handle the change.
Directors are the managerial personnel who control and administer a company’s operations. The board rotates one way or another. A new director is appointed, or an existing one resigns, and the aim of any change is the same: the best combination of expertise on the board in the interests of the company.
The authority to approve a resignation lies with the members of the board. An appointment has to be made with the consent of the shareholders. And whether it is an appointment, a removal or a resignation, the change does not take effect until the Ministry of Corporate Affairs has been intimated.
That intimation is time-bound. Where a director has filed their resignation with the company and with the MCA, it is the company’s responsibility to intimate the change, and the required e-form has to be filed within 30 days of the resignation.
- Appointment needs
- Members’ consent
- By resolution
- Removal needs
- Special notice
- Then the members’ consent
- Filing window
- 30 days
- From the date of the resignation
- Minimum directors
- 2 for a private company
- 3 public, 1 for an OPC
- Time to refill
- 6 months
- If the board falls below the minimum
- DIN
- Allotted once
- Permanent, and used for every appointment
- Shareholding
- Not required
- Unless the AoA says otherwise
- Turnaround
- 5 to 7 working days
- Subject to government processing
Why companies choose LegalWiz.in
- An expert team of qualified CA, CS and lawyers
- A dedicated relationship manager with on-call support
- The entire change is handled online
- Quick turnaround and economical pricing
- Thousands of happy customers across every state in India
- Backed by secure technology
- Exclusive partner offers on web hosting, payment gateways and more
What the service covers
Your relationship manager and the filing team handle everything below. You supply the documents once and approve the drafts.
- Consultancy on what the change requires in your case
- Digital Signature Certificate (DSC) for the director being appointed
- Drafting of the necessary resolutions and documents
- Preparation of the online application
- Filing of the application to change the directors
- Updated MCA master data, shared with you
Government fees are charged at actuals. The e-form has to be filed within 30 days of the resignation or the change, and a delay carries an additional fee, so start before the window closes rather than after.
The minimum number of directors
Public company
A minimum of 3 directors at all times.
Private company
A minimum of 2 directors at all times.
One Person Company
A minimum of 1 director at all times.
If the board falls below it
A new director has to be appointed within 6 months of the removal, resignation or death that took the number below the limit.
Why a change of directors becomes necessary
Hiring new talent onto the board
As a business grows, strategies and alliances develop and every department’s input is needed for effective planning. A new product line or department can be led by an expert brought onto the board as a director, which gives the company specialisation and focused effort.
Assigning responsibility without diluting ownership
Directors are responsible for day-to-day operations, so appointing an additional one lets shareholders hand over operational responsibility while keeping strategic control. A director does not have to subscribe to share capital, so the shareholders’ ownership and voting rights are not diluted.
An existing director can no longer serve
A director may become unable to serve after a period, through retirement or for personal reasons. Whether it is a resignation or a death, the company has to make sure its work is unaffected, which means processing the discontinuation and, if needed, appointing a replacement.
The board has fallen below the statutory limit
The Companies Act prescribes a minimum number of directors, 2 for a private company and 3 for a public one, and the board may never go below it. Where it does, a new director must be appointed within 6 months.
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Documents required to add or remove a director
The first three are about the person being appointed. The last covers the directors on either side of the change.
Photograph
A passport size photograph of the director to be appointed.
PAN card
A self-attested copy of the PAN card of the director to be appointed.
Proof of residence
The Aadhaar card, voter ID, passport or driving licence of the director to be appointed.
Digital Signature Certificate
The DSC of the continuing director and of the director being removed.
Change directors in three easy steps
Step 01
Answer a few quick questions
- Pick the package that fits what you need
- Spend less than 10 minutes on a simple set of questions
- Share the basic details and documents against the checklist
- Pay through a secure payment gateway
Step 02
Our experts take over
- You are assigned a dedicated relationship manager
- The necessary documents and resolutions are prepared
- The application is prepared and filed with the MCA
- Your MCA master data is updated with the change
Step 03
The director is added or removed
- The whole process takes 5 to 7 working days
- The updated master data is shared with you
Subject to government processing time.
How long the change takes
Seven working days end to end, and the first day is when the DSC is applied for.
Day 1
1 of 7 working days
- Consultancy on what the change of directors requires
- Collection of basic information and documents
- Application for the DSC of the director being appointed
Days 2 to 4
3 of 7 working days
- Drafting of the necessary resolutions and documents
- You return the documents after signature
Days 5 to 7
3 of 7 working days
- Preparation of the online application
- Filing of the application to change the directors
- MCA master data shared with the updated information
Subject to government processing time.
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What should I know before changing the directors of a private limited company?
The company has to obtain the consent of its board and of its members, by passing a resolution as required.
And care has to be taken that the number of directors does not fall below the statutory limit after a removal or a resignation.
What if the number of directors falls below the minimum?
Where the total number of directors is below the number prescribed, the company has to appoint a director to meet the requirement within 6 months of the removal, resignation or death of the director concerned.
Can a director resign on their own?
Yes, a director can resign voluntarily. A notice of resignation has to be served on the company stating the reason.
The resigning director also has to file a form intimating the MCA of their resignation from the company.
What is needed to add a director?
The individual to be added must be a major and qualified under the Companies Act, 2013.
The consent of the members is also required for the appointment.
Do I need another DIN if I already have one?
No. A DIN is allotted permanently and can be used for a person’s subsequent appointment in any company or LLP.
Does a director have to subscribe to shares to be appointed?
There is no requirement to subscribe to shares.
Where the Articles of Association of the company prescribe such a subscription, it has to be met as a condition of the appointment.
Can a company or an LLP be appointed as a director?
No. Only an individual can act as a director.
Where an LLP or a company wants a seat on the board, only its representative may act as the director.
Can an NRI or a foreign national be appointed a director?
Yes, once they have obtained a Director Identification Number.
At least one director on the board must be an Indian resident at any time after the company is incorporated.
How is a director removed from the company?
The directors conduct a meeting of the members to obtain their consent, after serving a special notice to that effect.
The exiting director must be given an opportunity to represent their grounds.
A director has filed a resignation. What does the company have to do?
Once the director has filed their resignation with the company and with the MCA, it is the company’s responsibility to intimate the change to the MCA.
The required e-form has to be filed within 30 days of the resignation. The vacancy also has to be filled as the requirement demands.
Does a director have to sell their shares when their tenure ends?
No. A person can continue to hold shares in the company after their tenure as a director has ended.
Where the shares were subscribed as a condition of the appointment under the AoA, they have to be disposed of in the manner the AoA provides.
How are shares transferred alongside a change of director?
By executing a share transfer deed and affixing stamps at the rates in the Stamp Act of the state concerned, after the change.
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