Filing of Appointment & Cession of Director
We handle director appointments and cessations, helping you complete the necessary filings to meet company law requirements and maintain clear, updated records.
Filing the appointment or cession (resignation or removal) of a director is a crucial compliance step for each company under the Companies Act, 2013. The Registrar of Companies (ROC) must be notified of any changes to the board, as directors are essential to the management of the company's operations.
Failure to comply with these legal requirements can result in penalties, disqualification of directors, and damage to the company's reputation. Hence by timely filing and updating the records, your company can make sure transparency, regulatory compliance, and smooth transitions in leadership.
Our service simplifies the process by guiding you through each step, ensuring that all required forms, such as Form DIR-12, are accurately completed and filed with the ROC. This keeps your corporate records up to date, safeguarding your business from legal risks.
Our Services
At Benchmark, we provide comprehensive services to manage both the appointment and cessation of directors. Below is a detailed breakdown of our services, including the technical processes involved to ensure full compliance with the Companies Act 2013.
| Service | Details | Forms and Compliance Requirements |
|---|---|---|
Appointment of Director |
We manage the complete process of appointing a new director, ensuring compliance with Section 152 of the Companies Act 2013. | Filing Form DIR-12 with the ROC, submission of Director Consent Letters, Board approval, eligibility check under Section 164, and obtaining Director Identification Number (DIN). |
Cessation of Director |
Whether due to resignation, retirement, removal, or disqualification, we handle all necessary filings for cessation of a director. | Filing Form DIR-12, updating the Register of Directors under Section 170, board meeting resolutions, and submission of the director's resignation letter or disqualification notice. |
Documentation and Record-Keeping |
Preparation of essential documents, including board resolutions, director's consent letters, and shareholder approvals for ROC submission. | Compliance with Section 117 of the Companies Act for resolutions, maintaining a proper Register of Directors as per Section 170, and retention of Form MGT-14 for shareholder approvals. |
Regulatory Compliance Monitoring |
We track due dates for filings, ensuring that all statutory obligations are met in a timely manner to avoid penalties. | Compliance with Companies (Appointment and Qualification of Directors) Rules, 2014, and regular reminders to clients for timely filing of Form DIR-12 and any other required documents. |
Advisory and Consultation |
We provide expert advice on director appointments, board composition, and succession planning, ensuring that your business remains compliant. | Guidance on maintaining compliance with the Companies Act 2013, including the qualifications of directors, board composition rules, and other governance-related matters. |
Why Choose Benchmark
At Benchmark, we understand that maintaining smooth corporate governance and making sure your company complies with the strict requirements of the Companies Act 2013 are more important than simply checking legal boxes when it comes to the appointment and termination of directors.
From confirming director eligibility and creating Form DIR-12 to making sure that all resolutions and approvals are accurately recorded and sent to the Registrar of Companies (ROC), our team of experienced professionals is prepared to handle every step of the filing process. By working with us, your company stays in compliance while avoiding expensive fines or legal issues.
Our services go beyond filing, we provide strategic advice on board composition and succession planning, and ensure you meet all statutory deadlines to safeguard your company's legal standing.
A quick look at our features:
- Filing of Form DIR-12 and DIR-2
- Compliance with Section 152 and Section 164 of the Companies Act
- Timely submission to the ROC and Ministry of Corporate Affairs (MCA)
- Advisory on board composition and governance
- Monitoring and updating of the Register of Directors as per Section 170
This approach guarantees a comprehensive solution for your director appointment and cessation filings, while also focusing on strategic governance for long-term success.
Documents Required
To ensure a smooth and compliant filing of the appointment or cessation of a director, the following documents are required. These documents are essential for submission to the Registrar of Companies (ROC) and must comply with the Companies Act 2013.
| Document | Purpose | Technical Details |
|---|---|---|
| Board Resolution | Approval of the appointment or cessation of the director. | Must comply with Section 117 of the Companies Act, passed during a validly convened Board Meeting. |
| Form DIR-12 | Filing the appointment or cessation with the Registrar of Companies. | Required to be submitted within 30 days of the event as per Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014. |
| Director's Consent Letter (Form DIR-2) | Written consent from the appointed director to act as a director. | Must be submitted along with Form DIR-12. Compliance with Section 152 of the Companies Act is necessary. |
| Director's Resignation Letter | For cessation due to resignation, a formal letter of resignation from the director. | Filed with Form DIR-12, the resignation letter is necessary for ROC submission. |
| Shareholder's Approval | Required in case of a public company or where the company's articles mandate shareholder approval. | As per Section 179 and Section 117 of the Companies Act, resolutions passed at the shareholder meeting must be filed with the ROC. |
| Form DIR-5 | Declaration of disqualification status by the director. | Filed during appointment or cessation to ensure compliance with Section 164 of the Companies Act. |
| Register of Directors | An updated register reflecting the appointment or cessation of the director. | Maintained as per Section 170 of the Companies Act and updated after filing Form DIR-12 with the ROC. |
| Identification Documents | Proof of identity and address of the appointed director. | Submission of PAN Card, Aadhaar Card, or Passport for identity verification. |
Our Process
At Benchmark, we follow a structured and compliant process to ensure the seamless filing of director appointments and cessations. Our process is designed to meet all legal requirements under the Companies Act 2013 while minimising operational disruptions for your business. Here's how we work:
Step 1. Data Collection
We begin by collecting all necessary data from your company, including director details, Board resolutions, and consent letters. Our team ensures that all required documents are in order and meet the statutory requirements set by the Ministry of Corporate Affairs (MCA) and Registrar of Companies (ROC).
Step 2. Compliance Review
Our experts conduct a detailed review of the collected data to ensure compliance with sections such as Section 152 for appointments and Section 164 for disqualifications. This step helps identify any potential non-compliance issues, ensuring that your company stays compliant with all legal provisions.
Step 3. Document Preparation
We prepare the necessary forms and documents, including Form DIR-12 for director appointment or cessation filings, Form DIR-2 (consent letter), Board resolutions, and resignation letters (for cessation). All documentation is tailored to meet the specific requirements of your business, ensuring accuracy and completeness.
Step 4. Filing with ROC
Once the documents are prepared and reviewed, we file them with the ROC on your behalf. This includes the submission of Form DIR-12, which must be filed within 30 days of the director's appointment or cessation, along with supporting documents such as Form DIR-2 and shareholder approvals, if applicable.
Step 5. Review and Consultation
After filing, we review the submission to ensure that everything has been processed correctly. We consult with you to address any queries or additional requirements that may arise during the process, providing expert guidance on maintaining compliance with the Companies Act 2013.
Step 6. Post-Filing Monitoring
We monitor the progress of the application with the Ministry of Corporate Affairs to ensure timely processing. Our team provides regular updates and handles any follow-up with the ROC, ensuring that your filings are approved without delay.
Step 7. Record-Keeping and Compliance Maintenance
After successful filing, we assist in updating the Register of Directors as required under Section 170 of the Companies Act. We also ensure that all documents are archived properly for future reference, maintaining an organised and compliant corporate governance structure.
Director Eligibility & Disqualification Rules Under Section 164
As a business, it's important to ensure that a director meets the eligibility criteria for maintaining corporate governance and compliance with the Companies Act, of 2013. Section 164 has specified the conditions under which a person can be appointed as a director and the circumstances that can lead to disqualification. If you appoint a disqualified director for your business then you may have to face legal penalties and operational disruptions.
Below are the key eligibility and disqualification rules under Section 164:
Eligibility Criteria for Directors
- Must be an individual (not a corporation or entity)
- Must be at least 18 years old
- Must have a valid Director Identification Number (DIN)
- Must provide written consent to act as a director (Form DIR-2)
- Must not be disqualified under any provisions of the Companies Act, 2013
Disqualification Criteria for Directors
- Declared insolvent or bankrupt and not discharged
- Convicted of an offence involving moral turpitude and sentenced to imprisonment for six months or more
- Convicted of any offence and sentenced to imprisonment for seven years or more (permanent disqualification)
- Disqualified by a competent court or tribunal
- Has not obtained a valid Director Identification Number (DIN)
- Has been a director in a company that has defaulted on repayments of deposits, debentures, or loans for a year or more
Non-Compliance Consequences
Failing to comply with the statutory requirements for the appointment or cessation of directors under the Companies Act 2013 can lead to serious impact for your business. Non-compliance with the legal provisions not only affects corporate governance but also exposes the company to legal and financial penalties. Below are the key consequences of non-compliance:
- Financial Penalties: Imposition of fines under Section 172 of the Companies Act.
- Prosecution and Legal Action: Directors may face prosecution, including potential imprisonment under Section 447 for fraudulent actions.
- Accrued Interest: Delayed filings may result in interest being charged on unpaid penalties.
- Disqualification of Directors: Non-compliance may lead to disqualification under Section 164, restricting directors from holding future office.
- Operational Disruptions: The company may face operational delays due to regulatory scrutiny.
- Reputational Damage: Loss of credibility and trust with shareholders and other stakeholders.
- Ineligibility for Government Contracts: Potential disqualification from bidding on government tenders and contracts.
Conclusion
Ensuring that your business remains compliant with the statutory requirements for director appointments and cessations is crucial for maintaining corporate governance and avoiding legal penalties. At Benchmark, we offer end-to-end services, handling everything from document preparation to filing with the ROC, ensuring a seamless and compliant process for your business.
Our expertise in handling director filings under the Companies Act 2013, coupled with our commitment to timely and accurate service, makes us the trusted choice for businesses looking to stay on top of their regulatory obligations.
Get in Touch
Don't let non-compliance impact your business. Contact Benchmark today to streamline your director appointment and cessation filings. Our team of experts is here to guide you through every step, ensuring your business remains legally compliant and operationally efficient.
FAQs
What is the timeline for filing the appointment or cessation of a director?
The appointment or cessation of a director must be filed with the Registrar of Companies (ROC) within 30 days of the event, as per the Companies Act 2013. Late filings may result in penalties and legal action.
What happens if a company fails to file the cessation of a director?
Failure to file the cessation of a director within the specified time can result in penalties, legal consequences, and may cause inaccuracies in the company's records with the ROC, potentially leading to operational and governance issues.
Can a director be disqualified from reappointment?
Yes, a director can be disqualified from reappointment under Section 164 of the Companies Act if they have committed any disqualifying acts, such as failing to file financial statements or annual returns for three consecutive years.
What are the eligibility criteria for appointing a director?
The appointed director must not be disqualified under Section 164, must provide written consent via Form DIR-2, and should have a valid Director Identification Number (DIN) issued by the Ministry of Corporate Affairs.
Can a director resign without the company's approval?
A director can resign by giving notice in writing to the Board, and the company is obligated to file Form DIR-12 with the ROC. However, the company must also officially record the resignation in the Board's minutes.