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There are several issues may come why a director need to be fired, if a director engages in illegal activity, fraud, bankruptcy or some other wrongdoing, the company can remove or change the director for the cause.
Out of them just in below paragraph we have given a hint that can leads to change of a director and in this post you will get a brief information on legal process to add or remove a director in a company.
Every company has ups and down. If your business is always in growing position then you are performing well and this credit goes to management team and next to the director. And if it is going down gradually by mistakenly, surely many issues will come on the business and everyone’s eye will be focus to director what he is doing.
If he is not responding at all and not taking any concrete solution to business, company can take action on him/her and think about for option B, it may be replacement of that post.
So that's why, we prepared this post simple and concise to read, understand and acquired knowledge on how to change or add/remove a director in a company with respect to the company necessity.
Here we have given a real time example on this topic for better understanding and clear vision that helps you to know the logic behind it.
Scenario Based Example:
A client came to us and asks we want to change our director, so please tell us what are the legal formalities belongs to it.
As we are legal consultants, we should know the cause of replacement of director. Why they are so insisted to remove that director and what is the cause behind it? We asked the same thing to them why you want to change that director and did he made anything mistake. See what they said as their statement:
1. He got found bankruptcy
2. Not attending the office meeting
3. Not taking solid solution for company growth
3. Now he is becoming unsound mind
4. Pre-occupation in other/family business
5. Showing health issue
Just like any other legal procedure in India there are definite rules and regulations that have to be followed while changing the director or designated partner of a company. One of them is that you need proper legal papers in order to make such changes; there has to be a board resolution for the same; and the proper forms need to be filed the right way with the Registrar of Companies (ROC) in your state.
The appointment of directors
In India, directors are selected in a company by its Board of directors and in some cases the Shareholders. Their main task is to manage the company. The Companies Law of 2013 deals with this.
It states that there should be at least two directors in a private limited company and in a limited company there should be a minimum of three directors. When it comes to a limited liability partnership (LLP) there are designated partners. As per the Limited Liability Partnership Act, 2008 there should be at least two designated partners in a company. There could be several reasons as to why these companies may feel the need to appoint or remove directors.
Adding and Removing Directors
Procedure/Steps for Changing Director in a Company
Here we just simplified the procedure into certain steps to change the director of a company. I think you will be easy with this process for a quick hack and will get a brief explanation from the below steps.
Appointment of Additional Director
1. Obtain DSC (Digital Signature Certificate) for Director
2. Obtain DIN (Director Identification Number) for Director
3. Drafting of resolution for Board Meeting, letter of Appointment on issue of adding Director in a Company
4. Appointment of additional director has to be confirmed in upcoming EGM/AGM.
5. File eForm DIR-12 within 30 days from passing a Board Resolution towards Registrar of Companies certificate by Company Secretary/Chartered Accountant/Cost Accountant in practice.
6. It will be updated in the master data once we file the form.
Procedure for Removal of Director
For the removal of director in a company, the same process have to carry out as mentioned above in appointment of additional director process, but you have to leave step.1 and step.2 which is not required at all and follow the other remaining steps.
Once again we mentioned the steps below here for your better clarification and understanding
1. Removal of Director, by passing a Board Resolution.
2. File eform-DIR-12 within 30 days from passing a Board Resolution towards Registrar of Companies certificate by Company secretary/Chartered accountant/Cost accountant in practice.
3. It will be updated in the master data once we file the form.
The first thing that you need in order to add either one of the two designations being talked about over here is a digital signature.
Once you get the digital signature a director or designated partner could be added to the company. In case of a director the consent of shareholders is needed as well. As far as removing them is concerned, the first thing that needs to be ensured is that even after the removal there would be the requisite number of designated partners or directors in that company. After that the company in question needs to make sure that there is a proper resignation letter submitted with the form that needs to be filled up for the resignation to take effect.
As such the process of changing these office bearers, no matter how important they are, is not that a major one as such. In order to become the director of a company you need to be at least 18 years old and you should have a director identification number (DIN) as well. The nationality of the person is not really that important over here – she or he could be an Indian national or a foreign national as well.
Normally in order to remove a director a company needs to wait till its annual general meeting where it can pass an ordinary resolution to the effect.
However, such decisions can be taken in an extraordinary general meeting as well. You need a simple majority in order to pass the ordinary resolution to remove the director. After the resolution has been passed the company has to file the same alongwith forms that are necessary for the purpose with the union ministry of corporate affairs of India. In fact, these days, such work can even be done by chartered accountants (CAs) as well. Apart from that there are plenty of companies that are willing to provide useful services in this regard.
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The rules and regulations regarding changing the registered office according to the Companies Act 2013 are stated in Section 12 of the Companies Act 2013. Over there it is stated that a company should have a registered office at least from the 15th day of being an incorporated entity. This is necessary so that it can receive all the notices and other communication that are addressed to it. It is also important for a company to submit verification of the registered office within 30 days of being incorporated to the ROC of companies (ROC). It also states that in case there is a change in the office’s location the ROC needs to be notified within 15 days of the change.
The company in question needs to use Form INC-22 in order to notify the ROC of companies regarding the changes. The Indian government has in Companies Rules 2014 prescribed a couple of rules – 25 and 27 – so that the new location of the company’s registered office can be verified properly.
Rule 27 deals with verification and notice of the change of the situation of a registered office of a company. It states that apart from having to file Form INC-22 to notify the ROC about the change within 15 days of having made the same, a certain amount of fees has to be attached to the form as well.
Sub section 2 of Section 12 of this rule mentions the documents that have to be attached with the application as well as the manner in which it needs to be done. The documents that have to be attached should provide information regarding the office’s location at the time when it was incorporated along with any and every change in the same. The documents that have to be provided for verifying the change in registered office address normally depend on the ownership status of the property in question.
If the company itself owns the registered office it would have to provide the conveyance deed of the property in question. It is also important for the deed to be in the name of the company itself. If the company has rented or leased the property it would have to furnish the rent agreement or lease deed. In case, it is a rented property it would have to show the rental receipts as well. It is very important that the rent receipt is not older than by a month.
If the premises have not been leased by the company and if the director or any other individual owns them the company would have to show the proof that it has the permission necessary to operate from that particular location. It could be done in the shape of a no objection certificate by the owner. It would also have to furnish copies of utility bills such as mobile phone bill, electricity bill, telephone bill, and gas bill. It is very important that these bills are in the name of the company itself and they should also have the address that is being used by the company as its registered address.
It is also important that they are not more than two months old. It is also important for the company to pass certain resolutions such as board resolution and special resolution in this regard. The special resolution has to be passed at a general meeting in case the registered office is being shifted to a place that is outside the local lists in that city, village, or town, where the office is located at present. The board resolution needs to be passed so that the director can be authorized to sign and then submit the Form INC-22.
Changing the registered office to a different ROC but in the same state
If the company is looking to amend its registered office from the jurisdiction of one ROC to another it needs to apply in order to receive the permission to do so from the regional director (RD). This has to be done exactly the way it has been stated in Form INC-23. After the RD allows this change to happen it has to file with the ROC within a period of 60 days so that it can get confirmation from there as well.
Normally the ROC confirms the change within 30 days of having filed for the same.
Changing the registered office to another state
If the company wants to change its registered office to another state then it would have to change its memorandum of association (MOA) for that. The company has to pass a particular declaration in order to alter the MOA. Within 30 days of passing the resolution it would have to file the same in the Form MGT-14 with the concerned ROC. The company also needs to file Form INC-23 with the CG in order to get the approval necessary to change its registered office from one state to another.
For this it needs to attach documents such as a copy of the special resolution that sanctions the alteration – it should be passed by the company’s members; a copy of the MOA and the articles of association (AOA); a copy of the notice that conveys the general meeting with a proper descriptive statement; a copy of the minutes of the general meeting where the resolution that permitted this change was taken; a list of debenture holders and creditors; a copy of power of attorney or board resolution; and documents related to paying the application fee.
Within 60 days of making the application the central government will give its nod to the change and make it happen. However, before it does that the government will also find out if this is being done in accordance with the wishes of the debenture holders and creditors. After the Indian government provides its approval the company shall file it with the ROCs in both the states where the new and the old registered offices are. The ROC of the new office location would register the same and provide the applicant a new certificate of incorporation.
We all know that India is heading towards the business hub where it stood amongst the top 5 countries in the world in terms of startups; so startups scenarios are increasing day by day since from 2014 and they are building the Startup Ecosystem stronger than strong. India is creating a better platform for budding entrepreneurs’ as well as nation’s growth and development.
As per NASSCOM’s report, India will be the homes of 10,500 startups by 2020, so more than 65 percent of startups are already incorporated in various cities like Bengaluru, Delhi NCR, Mumbai, Hyderabad, Ahmedabad, Chennai, Pune and Jaipur as on 2017. A creative thinker can be a part of this to go ahead of his/her career by passion and innovative thought. And apart from this, import or export business is in race with this sector.
Before you jumping towards the import export business, you should cultivate about it properly, see the horizon and go through the deep thought and think about it, really do have I the experience, skill and talent to give the new direction to my business towards the land of new opportunity? Yes, of course, I am the right person to carry out the business into my goal.
What is Import Export Code (IEC)?
Importer Exporter Code is shortly called as IEC is allotted to a person or businesses owners for importing goods/products into or exporting goods/products from India. It is a must required license for an every organization where those are going to start an import export business in India.
Import Export Code is a code which consists of 10 digits of alphanumerical numbers granted by the joint DGFT (Director General of Foreign Trade) office of India under the Ministry of Commerce and Industry to the authorized business entity/person/company for carrying out the import export business in Bangalore Karnataka or any cities in India or abroad. This is the first legal proof to run your business smoothly under the loving governance of legal department.
Features of Import Exports Code Registration
When you get registered your import/export business, you will get benefits from DGFT, Customs, Excise, Export Promotion Council, Foreign Trade Policy and etc. and here you can follow below the following important features and benefits of IEC (Import Export Code).
What are the opportunities that you have in export and import business in India?
As such imports and exports form an integral part of the country’s economy and this means that as a budding entrepreneur in this particular domain there are plenty of opportunities waiting at your doorstep. No country in the world can exist without interacting with other countries of the world and import and export form an important part of said interaction. As and when you get into this business there are plenty of opportunities that you can explore.
Looking at the online marketplaces
These days, there are plenty of online sellers such as Amazon, Alibaba, Allexpress, and DHGate to name a few. Here on these sites, as an exporter and importer, you can get listed as a vendor, and then you would be connected to buyers around the world. In this case, the internet would be playing the role of a bridge. This way, you would be exporting your products to your customers who may be thousands of km away from you. This would also open up the international markets to you.
Way to Starting an Importer or Exporter Business
The first step that you need to take in order to start an import export business in India is to have a proper business set up. You should ideally start a sole proprietorship and for this you can get a VAT (value added tax) registration or get registered for service tax as well. You should also have a name and a logo for your business. And after this, you need to follow the certain steps to land your business in a perfect way such as
1. Getting PAN for your business
2. Starting a Current Bank Account in the name of your business
3. Getting Import Export Code from DGFT department
4. Getting RCMC from export promotion councils
Here the steps are summarized below to start an importer or exporter business in Bangalore Karnataka or any other cities in India.
1. Getting a PAN (permanent account number) card for your business
Once you have received the abovementioned registration you should get a PAN card for your business from the income tax department. This is mandatory.
2. Starting a current account
Once you get your business registration followed by the PAN card you would have to start a current bank account. You would need to open this account at a commercial bank. It would be done solely for business purposes.
3. Getting the import export code
The next step in this regard would be to get the import export code (IEC). As far as opening an import and export business in India is concerned this happens to be one of the most important requirements. In fact, you would need the IEC in almost every case with the exception of prohibited and restricted services and goods.
In order to get the IEC you would have to apply straightaway at the website of DGFT (Directorate General of Foreign Trade) wherein we explained it thoroughly below in “how to apply IEC online” para. The documents that you need to provide in order to get the IEC are your personal PAN card or the one that you are using for your company, your photograph, and a copy of a cancelled check from the current account that you are presently maintaining for your business. You should remember in this context that it is mandatory to have a PAN card in order to get this code and you will get only one code for each PAN card.
4. Getting the RCMC
Once you get the IEC you would have to get the RCMC (registration cum membership certificate). These are provided by the export promotion councils. They help you get authorized for imports and exports as well as all other kinds of benefits. India has almost 26 export promotion councils that can provide you an RCMC. Once you have got the RCMC and IEC you would be able to start your export and import business from India as well. The IEC and RCMC are accepted in all businesses and their branches across the country.
Normally, it takes around 5 to 7 days to get all the registrations out of the way.
How to Apply IEC Online
To apply for IEC (Import/Export Code) in Bangalore Karnataka or any other cities of India we must follow the procedure and nowadays all the application process are occurred in online; so, it depends on your regional authorities (RA) area where you want to obtain your importer exporter code (IEC) number. By applying through the proper requisite; then you must have to go for online and log on to the Directorate General of Foreign Trade portal http://dgft.gov.in; which comes under the Ministry of Commerce and Industry, Government of India and ready to apply IEC online in India.
Here we explained briefly the application procedure of obtaining import export code in India, have a look on it and get an overall idea about IEC registration in Bangalore, Karnataka or any other cities in India and get your IEC Number from the specific joint regional directorate foreign trade department.
Now we are taking you to the online application process of IEC, when you visit the above mentioned site you can find a Menu Bar on top of the site which carries various menus but go for “Online Application” menu Tab, or you can directly go to Quick Links; below that you will find Importer Exporter Code (IEC) through this you can apply also then see the below steps for the process of import export code registration.
Setp-1: Visit to dgft.gov.in site; go for “Importer Exporter Code (IEC)” link below the Quick Links then click on “Online IEC Application” option for fresh application.
Step-2: When you click on the “Online IEC Application”, it is promptly landed to the “Login for IEC Online” page with displaying Enter Your PAN box.
Enter your or company PAN number and click to NEXT button. Then it will display MOBILE and EMAIL ID box in addition to your given PAN number. You have to fill that Mobile Number and Email Id box and click on GENERATE TOKEN button verifying with the captcha code.
After clicking on GENERATE TOKEN button, in same dialog box you will find “Mobile Token” and “Email Token” blank field and a message has already came to your given Mobile Number and Email ID bearing with Mobile Token and Email Token. You have to fill this two box and click on the SUBMIT button with verifying the captcha.
Step-3: After clicking on SUBMIT button, you will be directed to Importer Exporter Code (e-IEC) window and here you see the left side bar of the window and click on IEC Master and fill the Fresh IEC Application form with required data. And submit it.
Step-4: Go for side bar and click on the Branch menu that just down to IEC Master. Fill the form if you have any branches, otherwise you can leave it.
Step-5: In step five, click on Director Link from side bar and fill all the data regarding to Proprietor/ Designated Partner/ Director of the company and submit it.
Step-6: Click on Appl. Fee link from same side bar and make a payment here of Rs. 500 online.
Step-7: Click on Verify Fee link from same side bar, if your payment is done it will be verified automatically.
Step-8: Click on Attachments link and here you will have to attach Photo in GIF format, PAN card and Cancelled Cheque in PDF format.
Step-9: Click on Checklist link and it will show a list of information that you have to choose Yes or No option according to your uploaded information.
Step-10: Click on Preview link to check what information you have given here and it will display all your given data in ANF-2A form.
Step-11: In step eleven, click on Print Appl. link and take the physical copy of application; in which this will have to submit in your Regional Director General of Foreign Trade department office. for further use
Step-12: Click on Submit (Dig. Sig) link, here you must required a Digital Signature to proof the identification of the applicant.
Step-13: Last step is Appl. Status; here you can check the progress of your IEC application status. By verifying your
Documents required for import export code registration
For a smooth and continuous registration process, keep the following documents details in your hand and be ready
After completion of all your process you will get your IEC certificate by speed post or courier from the department of DGFT within 3 to 7 days.