Question 1

What is the legal procedure to remove a director?

Accepted Answer

Under Section 169 of the Companies Act, 2013, a director (other than one appointed by the Tribunal) can be removed by an ordinary resolution of shareholders. A special notice under Section 115 is needed, the director must be given a chance to be heard, and Form DIR-12 must be filed within 30 days of removal.

Question 2

What is the procedure to remove a Director from the Board?

Accepted Answer

Under Section 169 of the Companies Act, a director can be removed by the shareholders before the expiry of their tenure by issuing a 14-day Special Notice, holding an Extraordinary General Meeting (EGM), granting the director a reasonable opportunity of being heard, passing an Ordinary Resolution, and filing Form DIR-12 with the ROC within 30 days. TaxQue prepares all required legal notices.

Question 3

What is the statutory deadline to file Form DIR-12 on the MCA portal?

Accepted Answer

Form DIR-12 must be filed with the Registrar of Companies (ROC) within 30 days from the date of the appointment or removal resolution. Filing after 30 days attracts compounding additional MCA late fees starting from 2x up to 18x normal government fees. TaxQue ensures filing within 48 to 72 hours.

Question 4

Who will manage our Director Change process at TaxQue?

Accepted Answer

Your case is handled by a practicing Company Secretary (CS) and Corporate Legal Associate. We draft the Board Resolutions, EGM Notices, DIR-2 consents, DIR-8 declarations, and complete digital DSC certification on the MCA V3 portal.

Question 5

Can an individual become a Director without a Director Identification Number (DIN)?

Accepted Answer

No. A valid DIN is legally mandatory before an individual can be appointed as a director. If the proposed director does not have a DIN, TaxQue applies for a fresh DIN allotment via Form DIR-3 or directly through the appointment portal.

Question 6

What documents are required from the incoming Director?

Accepted Answer

The incoming director must provide: Self-attested PAN Card, Identity Proof (Passport, Voter ID, or Driving Licence), Address Proof (Bank Statement or Utility Bill < 2 months old), passport photo, signed Form DIR-2 consent, Form DIR-8 declaration, and Form MBP-1 (disclosure of interest in other entities).

Question 7

Can a director be removed without their consent?

Accepted Answer

Yes. Shareholders have the democratic power under Section 169 to remove a director by passing an ordinary resolution, provided statutory special notice is served and the director is given a fair opportunity to submit a written defense and be heard at the EGM. Our CS team structures legally airtight removal documentation.

Question 8

Can a company operate with only 1 director after removal?

Accepted Answer

No. Under Section 149(1), a Private Limited Company must maintain a minimum of 2 directors (and a Public Limited company at least 3 directors) at all times. If removing a director reduces the board below the statutory minimum, a replacement director must be appointed simultaneously.

Question 9

What is an Additional Director and how do they regularize at the AGM?

Accepted Answer

Under Section 161(1), the Board can appoint an 'Additional Director' immediately to meet urgent operational needs. The Additional Director holds office until the next Annual General Meeting (AGM), where their appointment is regularized by shareholders through an ordinary resolution.

Question 10

What is the difference between an Executive Director and a Non-Executive Director?

Accepted Answer

An Executive Director (like Managing Director or Whole-time Director) is an employee involved in daily company operations and management. A Non-Executive Director acts in an advisory capacity, attending board meetings without executive managerial employment.

Question 11

What post-appointment updates are required after Form DIR-12 is approved?

Accepted Answer

Once the MCA approves Form DIR-12, the new director's details must be updated in the company's Register of Directors (Form MBP-4), bank authorized signatory mandates, GST portal authorized signatories, and EPFO/ESIC registrations. TaxQue assists with all post-change updates.

Question 12

Can a foreign national be appointed as a Director in an Indian company?

Accepted Answer

Yes. Foreign nationals can be directors, provided at least one director on the board is a resident Indian citizen. Foreign identity documents must be notarized or apostilled in the home country. TaxQue manages cross-border directorship appointments.

Question 13

What happens if a removed director refuses to sign the resignation papers?

Accepted Answer

If a director is removed by shareholders under Section 169, the removed director's signature is NOT required. Form DIR-12 is signed and certified by the continuing Managing Director / Director and a practicing Company Secretary along with certified EGM minutes.

Question 14

How long does TaxQue take to complete a Director appointment or removal?

Accepted Answer

Drafting the secretarial resolutions and filing Form DIR-12 takes 2 to 3 business days. The ROC approves the form and updates the MCA master data within 3 to 7 working days.

Question 15

What is the fee for Director Change services with TaxQue?

Accepted Answer

We offer transparent, fixed pricing covering Board/EGM drafting, DIR-2/DIR-8 formats, Form DIR-12 MCA filing, and CS professional certification with zero hidden fees.

Question 16

How do we receive official confirmation of the Director change?

Accepted Answer

Upon approval by the Registrar of Companies (ROC), the MCA generates an official Challan and Approval Letter, and updates the Company Master Data on the MCA public portal, which we deliver to you immediately.

Information group	Examples	Preparation note
Entity / applicant details	Legal name, constitution, PAN or other identifier, address and authorised representative	As applicable; match official records
Prior filings and notices	Previous acknowledgements, registrations, orders, notices or portal status	Include complete and current copies
Financial / activity records	Books, statements, invoices, payroll, contracts or activity evidence relevant to this service	Period and format depend on the service
Approvals and declarations	Board/partner/member resolution, consent, authorisation, declaration or professional report if required	Only where prescribed for the chosen route
Payment and signature readiness	Bank/payment proof and valid DSC/e-sign or OTP access, if required	Government fee and professional fee shown separately

Milestone	What determines it	Important note
Legal deadline	Depends on the applicable Act/Rules, event date, tax period, notice or return category	Confirm the live due date and any extension on the official portal
Government charges	May depend on entity type, state, capital, class, period or late filing	Verify the current official fee calculator/schedule before payment
Professional service timeline	Starts after complete documents, approvals and client confirmation	Authority review, queries and processing time are outside TaxQue’s control
Follow-up / correction	Additional information or a response may be required after submission	Deadlines stated in an official notice take priority
Deliverable	Filing acknowledgement and payment evidence, where generated	No approval or sanction is promised

Service element	TaxQue process	What the client can verify
Scope clarity	Written list of included work, client inputs, government payments and exclusions	Engagement scope
Reviewable preparation	Draft and key assumptions are shared for factual confirmation before submission	Client review
Official evidence	Acknowledgement and payment proof are shared when generated by the portal	Filing record
Status follow-up	Queries and next steps are explained with the relevant deadline	Authority-controlled outcome

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