Doc Summary
Overview
A Change in Directors or Shareholding involves updating the official records of a Company when there is an addition, removal, resignation, or change in ownership structure. These changes must be reported to the Ministry of Corporate Affairs (MCA) through prescribed forms to maintain compliance with the Companies Act, 2013.
Updating director and shareholder information ensures accurate representation of management and ownership in legal and regulatory filings.
Eligibility / When It Applies
- Appointment of a new director or resignation of an existing one
- Change in designation (executive, non-executive, or managing director)
- Transfer or allotment of shares among existing or new shareholders
- Death or disqualification of a director
- Removal of a director by the board or shareholders
Step-by-Step Process (Change in Directors)
- Board Resolution: Pass a resolution to approve the appointment, resignation, or removal of the director
- Consent & Documentation: Obtain consent from the new director (Form DIR-2) or resignation letter from the outgoing director
- Form Filing:
- DIR-12: File with the MCA within 30 days of the change
- DIR-3C: If the director has a new DIN or change in particulars
- Update Statutory Registers: Reflect the changes in Company records and registers
Step-by-Step Process (Change in Shareholding)
- Share Transfer Deed: Execute a transfer deed in Form SH-4 signed by both transferor and transferee
- Board Approval: Obtain approval for transfer or allotment through a board resolution
- Share Certificate Update: Issue new or updated share certificates to shareholders
- Filing with ROC:
- Form PAS-3: For allotment of new shares
- MGT-14: For approval of key resolutions
- Record Maintenance: Update the Register of Members and shareholding pattern
Documents Required
- PAN, Aadhaar, and DIN of directors
- Resignation letter or consent letter
- Board and shareholder resolutions
- Share transfer deed (SH-4) and updated share certificates
- Company incorporation documents and updated registers
Timeline
- Director-related filings: Within 30 days of the event
- Shareholding changes: Within 15–30 days, depending on the transaction type
Post-Change Requirements
- Update internal registers and digital records
- Notify bankers, tax authorities, and other relevant institutions if ownership changes
- File updated records during annual ROC compliance filings
Penalties for Non-Compliance
- Late filing attracts a penalty of ₹100 per day per form
- Unreported changes may result in fines up to ₹1 lakh for the Company and officers
- Repeated violations can affect the Company’s legal standing and filings
Kanoons Service
Kanoons Law & Tax Consultants Pvt. Ltd. provides complete assistance for changes in directors and shareholding structure, ensuring compliance with the Companies Act and MCA regulations.
Our services include:
- Drafting and filing of board and shareholder resolutions
- Preparation and submission of DIR-12, PAS-3, and MGT-14 forms
- Assistance in transfer, allotment, and issuance of share certificates
- Record updates and post-filing compliance management
- Advisory on share restructuring and legal implications
Kanoons ensures that every change in management or ownership is properly documented, filed, and legally compliant.
Why Choose Kanoons
- Fast and accurate online filing process
- Transparent pricing with end-to-end documentation
- Expert guidance for both director and shareholder updates
- Regular compliance reminders and status tracking
- Trusted by growing companies for corporate compliance management
