Change in Designation of Director
Change a director's designation — additional director to regular director, appointment as managing director or whole-time director — with board or shareholder resolution and DIR-12 filing.
Change your director's designation
Share the designation change required. We will handle the resolution and DIR-12 filing.
Talk to a CS →A complete change in designation of director package
Board / EGM Resolution
Board resolution or shareholder resolution (as required) passed approving the designation change.
Form DIR-12 Filing
DIR-12 filed with ROC within 30 days of the change — updated designation reflected on MCA records.
Service Agreement (if MD/WTD)
Service agreement drafted for managing director or whole-time director appointment as required under Schedule V.
AOA Check
Articles of Association checked for provisions authorising the proposed designation — amended if required.
Remuneration Approval
Board / shareholder approval obtained for remuneration of MD or WTD as per Companies Act provisions.
MCA Records Updated
Director's designation updated on MCA portal — reflects correctly in annual return and company master data.
What is needed for change in designation of director
Board Resolution (for most changes)
A board resolution is sufficient to change the designation for most director roles within the company.
Shareholder Approval (for MD/WTD)
Appointment as managing director or whole-time director requires a special resolution of shareholders.
AOA Must Permit the Designation
The AOA must authorise the proposed designation — if not, AOA amendment via special resolution is required first.
DIR-12 Within 30 Days
Form DIR-12 must be filed with ROC within 30 days of the designation change — late filing attracts penalties.
Schedule V Compliance (for MD)
MD remuneration must comply with Schedule V limits or obtain Central Government approval if limits are exceeded.
Service Agreement Filing
Service agreement with MD or WTD must be filed with ROC via MR-1 within 60 days of appointment.
Managing director appointments require shareholder approval. A board resolution alone is not sufficient for MD or WTD appointment — a special resolution must be passed at an EGM or by postal ballot. We handle the EGM notice, resolution and filing.
Common issues with change in designation of director
Simple steps, no surprises
Designation change confirmed
Current and proposed designation confirmed — AOA, shareholder approval and Schedule V requirements checked.
Resolution passed
Board resolution (or EGM special resolution for MD/WTD) passed and minutes maintained.
DIR-12 filed
Form DIR-12 filed with ROC within 30 days — updated designation reflected on MCA records.
MR-1 filed if MD/WTD
Service agreement and MR-1 filed within 60 days for MD or WTD appointment.
Other services you may need
Frequently asked questions
A director in a private limited company can be appointed as additional director, regular director, managing director or whole-time director. Each designation has specific requirements under the Companies Act 2013.
For most designation changes within the company, a board resolution is sufficient. For appointment as managing director or whole-time director, a special resolution of shareholders is mandatory.
Form DIR-12 is filed by the company with the ROC to intimate any change in director details — including designation changes. It must be filed within 30 days of the change.
Yes, but remuneration is governed by Schedule V of the Companies Act. Minimum remuneration during loss years is capped — Central Government approval may be needed if it exceeds the prescribed limits.
If the AOA does not contain provisions for the proposed designation (e.g., managing director), the AOA must be amended by passing a special resolution before the appointment is made.
Ready to change a director's designation?
We handle the resolution, DIR-12, MR-1 and all MCA filings — including MD and WTD appointments.