19 February 2021
Dear SIr/Madam, A new private Limited Company (Small Company) was incorporated in Jannuary 2021 with Mr.X as director, Mr.Y as managing Director and Mrs.Z as director. Now it came to notice that designation of Mr.X and Mr. Y was wrongly stated in MCA eforms at the time of incorporation; Actually Mr.X was required to be reported as Managing Director and Mr. Y as director. Now to change the designation, which meeting is required to be held-Board Meeting, EGM or AGM ? MCA Form DIR-12 is to be filed within 30 days of change in designation and since it does not prescribe any specific attachment relating to change in designation, Which documents should be provided as attachment to DIR12 form. Can single DIR12 be filed for interchange of designation of Mr.X and Mr.Y?
06 July 2024
To correct the designation of Mr. X and Mr. Y in the MCA records of the newly incorporated private limited company, here are the steps you should follow:
### Steps and Requirements:
1. **Board Meeting**: A board meeting of the company needs to be held to approve the change in designations of Mr. X and Mr. Y. The board meeting should: - Discuss and approve the change in designation. - Authorize a director or company secretary to file Form DIR-12 with the Registrar of Companies (RoC).
2. **Form DIR-12 Filing**: - **Purpose**: Form DIR-12 is used for intimating changes in the particulars of directors to the RoC. - **Timeline**: File within 30 days of the change in designation. - **Attachments**: Attachments typically required include: - Board resolution approving the change in designation. - Updated consent and declarations from Mr. X and Mr. Y regarding their appointment as Managing Director and Director, respectively. - Any other document required as per the discretion of the company or RoC. - **Single Form**: Yes, you can file a single Form DIR-12 for the interchange of designation between Mr. X and Mr. Y. Make sure all details are correctly filled and attached.
3. **Board Resolution Content**: - The board resolution should clearly state the intent to change the designation of Mr. X to Managing Director and Mr. Y to Director. - It should authorize the filing of Form DIR-12 and appoint an authorized person to file the form.
4. **EGM or AGM Requirement**: Since this is a change in the designation of directors, it typically does not require an Extraordinary General Meeting (EGM) or Annual General Meeting (AGM), unless otherwise required by the company's Articles of Association or any specific circumstances apply.
5. **Follow-Up**: - After filing Form DIR-12 and receiving approval from the RoC, ensure the updated details are reflected correctly in the MCA records and the company's statutory registers.
By following these steps and ensuring compliance with the Companies Act and MCA regulations, you can effectively correct the designation of Mr. X and Mr. Y in the company records. Always verify the latest requirements and forms on the MCA portal to ensure accurate filing.
CAclubindia
