What is the legal process for appointing or resigning a director, and what is DIN KYC?

Question

One of our directors wants to resign and we plan to appoint a replacement. What is the correct procedure under company law? Before I spend money on it, I want to know whether Companies Act 2013, Section 152 gives me a remedy here and what proof I would need. Any Section numbers I can quote when I write to them would be useful.

MyVakeel Legal Desk · Accepted Answer

Companies Act 2013, Section 152, Companies Act 2013, Section 168 and Companies Act 2013, Section 153 is what decides this question in India. Read it alongside the provisions named, because the relief available to you turns on the facts you can prove on paper.

Section 152 requires a person to consent in writing to act as director and hold a valid Director Identification Number before being appointed by the shareholders or board as applicable.

Section 168 allows a director to resign by giving notice in writing to the company, with the resignation taking effect either on the date specified or on receipt of the notice, whichever is later.

The company must file Form DIR-12 for both appointment and resignation of directors with the Registrar within 30 days, and the resigning director may separately file Form DIR-11.

Section 153 requires every DIN holder to complete annual KYC through Form DIR-3 KYC, failing which the DIN gets deactivated and must be reactivated with a late fee.

A resigning director remains liable for acts done during their tenure and should ensure the board records acceptance of resignation to avoid disputes over the effective date.

What to do next: 1) Obtain the incoming director's DIN, consent letter and identity proof; 2) Pass a board resolution appointing the new director or noting the resignation; 3) File Form DIR-12 within 30 days and DIR-11 if resigning; 4) Complete annual DIR-3 KYC for every director before the due date.

If you are unsure whether your facts fall inside Companies Act 2013, Section 152, that is worth checking with an advocate before you commit to a route, because switching later costs time. You can post the details on the MyVakeel forum for a practising advocate to review, or book a paid consultation with a Bar Council verified lawyer in corporate law.