Change in Management
Manage a complete change in company management — promoter change, majority shareholding transfer, board reconstitution, director appointments and resignations — with all required MCA filings and shareholder approvals.
Planning a change in management?
Share the structure of the change. We handle share transfers, board changes and all MCA filings end to end.
Talk to a CS →A complete change in management package
Majority Share Transfer
SH-4 transfer deeds for majority shareholding transfer — stamp duty, board resolution and share certificates.
Board Reconstitution
Resignation of existing directors (DIR-11, DIR-12) and appointment of new directors (DIR-12) filed simultaneously.
Shareholder Approval
EGM and special resolution for changes requiring shareholder consent — MGT-14 filed with ROC.
KMP Changes
Outgoing KMP cessation and new KMP appointment — MR-1, DIR-12 and related filings.
Statutory Register Updates
Register of Members, Register of Directors and other statutory registers updated to reflect the new management.
Bank and GST Update
New authorised signatories updated with banks, GST portal and other regulatory authorities.
What is needed for change in management
Share Transfer Compliance
SH-4 deed, stamp duty, board approval and updated share certificates required for majority share transfer.
DIR-12 for All Director Changes
Every director resignation and appointment requires a separate DIR-12 within 30 days.
Minimum 2 Directors at All Times
The company must not fall below 2 directors at any point during the transition.
Shareholder Approval If Required
Material changes — such as change of name, objects or conversion — require shareholder special resolution.
KMP Continuity
If outgoing MD or CS is also a KMP, replacement must be appointed and MR-1/DIR-12 filed without gap.
Bank Signatory Change
New board must update authorised signatories with all banks — requires fresh board resolution and KYC.
Change in management must be sequenced carefully to avoid a compliance gap. If all directors resign simultaneously before new ones are appointed, the company has no valid board — which is a serious legal issue. We plan the sequence of resignations and appointments to ensure continuity.
Common issues with change in management
Simple steps, no surprises
Change structure planned
Sequence of shareholding transfer, director changes and KMP replacements planned to avoid gaps.
Share transfer executed
SH-4 deeds executed and stamped, board resolution passed, share certificates updated.
Board reconstituted
Outgoing directors resign (DIR-11, DIR-12) — new directors appointed (DIR-12) — sequence verified.
Statutory updates completed
Registers updated, bank signatories changed, GST and other regulatory records updated.
Other services you may need
Frequently asked questions
A change of management typically involves transfer of majority shareholding, reconstitution of the Board of Directors (resignations and new appointments), replacement of Key Managerial Personnel (MD, CEO, CFO, CS) and updating statutory registers and regulatory records.
No. A company must maintain at least 2 directors at all times. All directors cannot resign simultaneously. The incoming directors must be appointed first, after which the outgoing directors can resign — the sequence is critical.
The typical filings include: SH-4 for share transfers, DIR-12 for each director resignation and appointment, MR-1 for KMP appointment (MD/WTD), and MGT-14 for any special resolutions. All filings must be within the prescribed timelines.
A change of majority shareholding and board reconstitution can be done without a general shareholder resolution in most cases. However, changes to the company's name, objects or other AOA/MOA matters require a shareholder special resolution.
The new board must pass a fresh resolution updating authorised signatories with all banks. On the GST portal, the primary authorised signatory and the GST registration details must be updated with the new directors' details.
Planning a change in management?
We plan the sequence, handle all MCA filings and ensure a seamless transition with no compliance gaps.