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.
- Within the same city
- Within the same state and ROC
- To other ROC in the same state
- From one state to another and different ROC
1. Change in the office within the same city
The process to change the registered office address the same city is as follows :
- A company has to arrange a board meeting and pass a board resolution to change the registered office.
- The company has to file the form INC-22 with MCA. It must be filed within 30 days of the date of the board resolution.
- The documents to be attached are Board Resolution, Utility bill for business address proof, NOC from owner and rent agreement if the place is rented.
Change in the registered office within the same state and ROC
If a company wants to shift the registered office from one city to another within the same state and ROC, then a company has to take permission from the shareholders. The process is as under.
- A company has to arrange a board meeting and pass a resolution to call the extraordinary general meeting.
- By passing Special resolution in EGM, one can change the registered office.
- The company has to file the form INC-22 and MGT-14 with MCA. It must be filed within 30 days of the date of the resolution.
- The documents to be attached are special Resolution, Utility bill for business address proof, NOC from owner and rent agreement if the place is rented.
Changing office in the same state but in different ROC
There are 2 registrars of companies in a large state such as Maharashtra and Tamil Nadu. Hence, it may happen that the registered office of the company is shifted within the state but the ROC changes. There is a different procedure for implementing such a change.
Changing office from one state to another state
Here, the registered office is shifted from one state to another. Hence the procedure is somewhat different from others. Further, the MOA of the company is to be altered because the state of registered office changes.
- Hold a board meeting and pass a resolution to call an extraordinary general meeting.
- Pass a Special resolution in EGM for shifting of office as well as for alteration of MOA and file the resolution MGT-14 with MCA within 30 days.
- Company shall publish an advertisement of shifting of office not more than 30 days before the date of application to RD. It must be published in at least in 1 vernacular newspaper and in an English newspaper.
- Company shall also send notice to the creditor and debenture holder if any and to any other regulatory body as applicable to the company.
- File an application for shifting the registered office to Regional Director along with the specified documents.
- If any objection is received then there will be a hearing with the central government and necessary order will be passed.
- If the company does not receive any objection then the order will be passed without any hearing.
- The company has to file the confirmation received from the RD to both the ROC within 30 days from the date of the order.
- File form INC-22 to ROC for shifting of office within 30 days from the receipt of the confirmation from RD with the required documents.
DIN is a unique identification number issued to a prospective director by the DIN cell of Ministry of Corporate Affairs (MCA). An individual should hold a DIN before being appointed as a director in any Company.
A director who is already holding a DIN can obtain a digital signature, though it is not mandatory. If a person is not holding DIN and intends to be appointed as a Director in a Company, he should obtain a digital signature for making an application for obtaining DIN to the DIN cell.
As per the provisions of Section 152 of the CA, 2013, an individual holding a valid DIN and not disqualified from being appointed as Director under Section 164 of the CA, 2013, is eligible to be appointed as Director. He shall give his consent to act as a director in writing along with the disclosure of his interest and a declaration that he is not disqualified to become a director under CA, 2013.
The broad steps involved in appointment of a director are: Obtain DSC; Obtain DIN by filing Form DIR-3; Declaration that he is not disqualified from being appointed as the Director in form DIR-8; Written consent of director for his appointment in form DIR-2; Interest of the Director if any, in any other entity in form MBP- 1; Approval of Board of directors by Board Resolution; Approval of Shareholders by shareholders Ordinary Resolution; Intimation of appointment of director to ROC in Form DIR-12.
Although, as per the provisions of Section 152 of the CA, 2013, the directors of the Company are required to be appointed by the shareholders of the Company in general meeting, the Board of the Company, if authorised by the AOA of the company can appoint director under following circumstances: Appointment of additional director; Appointment of nominee director; Appointment of alternate director; Appointment of director for filling casual vacancy.
As per the provisions of Section 168(2) of the CA, 2013, the resignation of a director shall take effect from the date on which the notice is received by the company or the date specified in the notice, whichever is later.
As per the provisions of Section 168 of the CA, 2013 read with Rule 15 and Rule 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014, a director may resign from his office in the following manner: (i) by giving a written notice to the Board; and (ii) shall forward a copy of his resignation along with detailed reasons to the ROC in Form DIR-11 within 30 days of resignation. In case of resignation of a foreign director, such a foreign director can authorize in writing a practising chartered accountant or cost accountant in practice or company secretary in practice or any other resident director of the company to sign Form DIR-11 and file the same on his behalf with the ROC. The Company on receipt of the notice of resignation from the Director shall: Frequently Asked Questions on The Companies Act, 2013 18 (i) take the same on record; (ii) intimate the ROC in Form DIR-12 within 30 days; and (iii) place the fact of such resignation in the Boards Report laid in the immediately following general meeting of the company.
The director shall be liable for the acts / transactions occurred during his tenure even after resignation and disassociation with the company.
KMP has been defined under Section 2(51) of the CA, 2013, to mean: Chief Executive Officer or Managing Director or Manager; Company Secretary; Whole Time Director; Chief Financial Officer The following companies, are required to appoint KMP and their appointment shall be intimated to the ROC in Form DIR 12 and the return of their appointment shall be filed in Form MR 1: Listed company; Public company having paid up share capital of INR 10 crores or more Provided that as per Rule 8A of the Companies(Appointment and Remuneration Managerial Personnel), Rules, 2014, a company other than those mentioned above needs to appoint a whole time Company Secretary if its paid-up share capital is rupees five crore or above. Also, after the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, MR-1 is not required to be filed for Chief Executive Officer, Company Secretary and Chief Financial Officer w.e.f. 30.06.2016.
Yes, shareholders of the Company may by passing an ordinary resolution in general meeting remove a director, but after giving a reasonable opportunity of being heard pursuant to Section 169 of the CA, 2013. A special notice would be required for passing such resolution. Once shareholders remove a director from the Board, the Board of Directors cannot reappoint him.
Change In Partner
Limited Liability Partnership governs by its Limited Liability Partnership Agreement. In case the Agreement is silent about the change in management then it follows the provisions of LLP Act, 2008. Any person eligible to become a partner as per the provisions of LLP Act, 2008 can be admitted as a partner in LLP as per the provisions of the LLP agreement. The incoming partner has to see that he is not disqualified to become a partner as per the provisions of LLP Act; 2008. Any individual might cease to be a partner in accordance with the agreement or in the absence of agreement, by providing 30 days’ notice to the other partners.
A Partner of LLP ceases to exist In Following circumstances
- On the death of the Partner
- On the dissolution of the LLP
- If the Partner is declared to be of unsound mind
- If the Partner is adjusted as an insolvent or declared as insolvent.
A Partner in an LLP will be considered to be a Partner unless other Partners have received written notification about the intent of the partner to resign or notice is given to the Registrar.
A management shall update the modifications amongst designated partner’s or partners’ or any change in any particulars of designated partners’ or partners’ of a LLP by filing E-Form 4 (Notice of appointment, cessation, change in name/ address/designation of a designated partner or partner and consent to become a partner/ designated partner) with Registrar.
An LLP agreement is a document which helps to determine the rights, duties, and obligation of Partners while governing the operations and management of the LLP. The Agreement describes the relation of Partner(s) and with the LLP. An LLP Agreement is a key document governing the operations, administration, and management of the Limited Liability Partnership. This important document is registered with the Registrar of Companies (LLP) after incorporation & online LLP Registration with MCA within 30 days of receipt of the Certificate of Incorporation. While running the business after registration of LLP with a number of partners, various changes are to be adopted in order to make the policy of operations more simplified and standardized while allotting obligations to the specified partner and benefiting him with few other rights combined with additional liability or obligation. Where the need arises for a change of any right, liability or any clause as per the business requirement after LLP Formation, the LLP shall look forward to changing in LLP Agreement.
Why change Limited Liability Partnership Agreement
Below listed are situations which involve a change of LLP information and need to change LLP Agreement arises:
Change in Profit (loss) sharing ratio of the Partner(s)
Modification of any rights and liabilities of the Partner in the LLP
Change of period of LLP where the LLP is incorporated for the specified period of time
Any other change whether addition, alteration or deletion of a clause in the LLP Agreement.
Individuals, who are subscribed to the Incorporation Document at the time of incorporation of LLP, shall be partners of LLP. Once to incorporation, new partners can be appointed in the LLP as per conditions & requirements of LLP Agreement.
An individual may cease to be a partner in accordance with the agreement or in the absence of agreement, by giving 30 days notice to the other partners. A person shall also cease to be a partner of a limited liability partnership-
- On his death or dissolution of the limited liability partnership; or
- If he is declared to be of unsound mind by a competent court; or
- If he has applied to be adjudged as an insolvent or declared as an insolvent.
Notice is required to be given to Registrar when an individual becomes or ceases to be a partner or for any change in partners.
The management can alter or modify the LLP Agreement by filing Form 3 (Information with regard to the Limited Liability Partnership Agreement and changes, if any, made therein). E-Form 4 has to be filed along with E-Form 3, in case the change in LLP agreement which is due to change in partners/ designated partner.
A Limited Liability Partnership Agreement is the charter of the Limited Liability Partnership (LLP). The said agreement which can be updated or altered at any time after the online LLP Registration in India as per the up-to-date requirements arises during the existence of the LLP. The vibrant nature of the industry & field of operations may require changes and update the LLP Agreement from time to time.
Where the Limited Liability Partnership Act, 2008 does not restrict the changes in the LLP Agreement post LLP registration in India, it requires the approval of the Registrar of Companies (LLPs) for any change(s) proposed. The LLP Agreement at any time shall not override the provisions of the Limited Liability Partnership Act, 2008 and any other Act as may be applicable to the LLP from time to time.
