How to Change a Company Partner After the Registration of a Private Limited Company

Changing a partner or member in a private limited company can be a complex process. This article will guide you through the steps and provide the necessary details on how to proceed, ensuring that all legal and procedural requirements are met.

Understanding Terminologies

Before we dive into the procedures, it is important to clarify the terminologies. The term partner is not used in the context of private limited companies; instead, we refer to them as members. A director is a key member who sits on the board and holds considerable authority over the company's operations.

Steps for Changing Directors

Changing the other directors of your private limited company can involve either resignation or removal. Here’s a detailed look at both processes:

Resignation

If the director is willing to resign, the procedure can be smoother. However, if you want to replace the director, you will need to follow a more formal process.

Steps for Director Resignation

Convene a board meeting to discuss the director’s the event to the other directors and and submit DIR 12 to the Registrar of Companies (ROC).The ex-director must file DIR-11 to the ROC.

Forced Removal

If you want to remove a director who is unwilling to resign, you need to follow a more formal procedure:

Steps for Director Removal

Convene a general board meeting to pass a resolution to remove the the general public about the meeting by posting the notice on the company’s for a counterparty if the director brings one to challenge the DIR 12 to the ROC after resolving and making the final decision to remove the director.

Appointment of a New Director

Once the old director is removed (regardless of whether it’s a resignation or removal), you need to appoint a new director. The procedure involves the following steps:

Steps for Director Appointment

Convene a board meeting to pass a resolution to hire the new the prospective director before the board meeting and pass a resolution directing the members to consider the an Extraordinary General Meeting (EGM) to get votes from the board members favoring your choice. A majority of 95% is typically DIR 12 and submit it to the ROC.

Conclusion

Changing a director in a private limited company requires careful planning and adherence to legal formalities. It is advisable to consult with legal and corporate experts to ensure that all steps are taken correctly. Always keep the registrar of companies on speed dial to avoid any potential issues during the process.