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Change in Management | Beyonte Compliances
Company Compliance · Management Change

Change in Management appoint or resign directors and KMPs with complete MCA filing compliance.

Any change in the directors or Key Managerial Personnel of a company — whether an appointment, resignation, removal, or change in designation — must be notified to the Registrar of Companies by filing Form DIR-12 within 30 days. The change must first be approved by the board or shareholders (for certain categories of directors), and the consent and disclosure documents of the incoming director must be obtained.

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Any change in the directors or Key Managerial Personnel of a company — whether an appointment, resignation, removal, or change in designation — must be notified to the Registrar of Companies by filing Form DIR-12 within 30 days. The change must first be approved by the board or shareholders (for certain categories of directors), and the consent and disclosure documents of the incoming director must be obtained.

At Beyonte Compliances, we manage the full change-in-management compliance cycle — from board resolution drafting and obtaining director consents and disclosures, to filing Form DIR-12 and MGT-14 on MCA21 and updating the register of directors and KMP.

What Our Change in Management Service Covers

Appointment Procedure Advice

Advising on the appropriate procedure — board appointment or shareholder approval at EGM/AGM — for the category of director being appointed.

Director Consent & Disclosures

Obtaining Form DIR-2 (consent), Form DIR-8 (non-disqualification declaration), and Form MBP-1 (interest disclosure) from incoming directors.

Board Resolution

Drafting and passing the board resolution approving the appointment, resignation, or change in designation.

Resignation Acceptance

Drafting the resignation acceptance letter and processing the director's resignation in compliance with Section 168.

Removal Procedure

Managing removal of a director under Section 169 — special notice, EGM, and shareholder resolution.

Form DIR-12 Filing

Filing Form DIR-12 with the ROC within 30 days of the change — covering appointments, resignations, removals, and designation changes.

MGT-14 Filing

Filing Form MGT-14 for resolutions required to be filed under Section 179(3) or 117.

Statutory Register Update

Updating the register of directors and KMP and maintaining the disclosure record.

Our Process

1

Assess Change & Procedure

Identifying the category of director/KMP, the nature of the change, and the required approval — board or shareholders.

2

Obtain Consents & Disclosures

Collecting DIR-2, DIR-8, and MBP-1 from incoming directors; resignation letter from outgoing directors.

3

Pass Board / Shareholder Resolution

Passing the board resolution (or convening EGM for shareholder approval where required).

4

Form DIR-12 Filing

Filing Form DIR-12 with the ROC within 30 days of the change.

5

MGT-14 & Record Update

Filing MGT-14 where required and updating the register of directors and KMP.

Why It Matters

✓Correct appointment or removal procedure identified
✓Director consents, declarations, and disclosures obtained
✓Board and shareholder resolutions drafted
✓Removal under Section 169 managed with special notice and EGM
✓Form DIR-12 filed within 30-day statutory window
✓MGT-14 filed where required
✓Register of directors and KMP updated
✓End-to-end management change compliance handled

Frequently Asked Questions

Form DIR-12 must be filed within 30 days for every appointment, resignation, removal, or change in designation of a director or KMP. Form MGT-14 must also be filed for resolutions covered under Section 179(3) or Section 117.
A new director must provide Form DIR-2 (consent to act as director), Form DIR-8 (declaration of non-disqualification), and Form MBP-1 (disclosure of interest in other entities) at the first board meeting after appointment.
Yes. A director may resign by giving written notice to the company. The resignation takes effect from the date of notice or the date specified in the notice, whichever is later. The company must file Form DIR-12 within 30 days.
A director can be removed by ordinary resolution of shareholders before the expiry of their term under Section 169. This requires special notice of 28 days to the company, intimation to the director, and an EGM at which the director has a right to be heard.

Managing a director or KMP change? Let's handle the filings.

Contact our team — board resolution to DIR-12 filing, all handled.

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