A company can intimate changes among Managing Director, Directors, Manager and Secretary of a company by filing eForm DIR-12 with Registrar of Companies (ROC) within 30 days (Event date + 30 days) from the date when such change takes place.
The memorandum of incorporation (MOI) determines the minimum number of directors and alternate directors, which, in the case of a private company may not be less than one director. A customised MOI will also set out the eligibility requirements for a director as well as the directors' term of office. In the case of a standard MOI, the term of office is indefinite and there is no restriction on the number of directors.
New directors may be elected by the Board of Directors when there is a vacancy or the company wishes to add new directors. Vacancies on the board arise if a director:
•resigns or dies •ceases to hold the office, title or designation in the company that entitles the person to be an ex officio director during conpany restructure, •becomes incapacitated or disqualified or •is removed.
A director may be removed from business:
An ordinary resolution adopted at a shareholders' meeting by the persons entitled to exercise voting rights in the election of that director. A resolution of the board determines that the director in question has become ineligible or disqualified in terms of section 69 of the Act, is unable to perform the functions of a director and is unlikely to regain that capacity within a reasonable time or has neglected or been derelict in the performance of the functions of a director.
To learn more about the Procedure to Remove Director of the Company/ business click here
Removal of a Director from the Board of Directors of a Company.
Adding a Director to the Board of Directors of a Company.
Replacement of a Director on the Board of Directors of a Company.