MCA eases director appointment filing requirements

In case of the entire board resigning from a company, the statutory filing about details of new directors' appointment can be made by one of the directors who has quit, according to the Ministry of Corporate Affairs.

The relaxation would help address difficulties faced by stakeholders, especially when all directors of a company resign from the board to make way for appointment of new people, in their place.

Statutory filings under the Companies Act are submitted to the Ministry through MCA 21 portal. In case a director resigns, his or her Digital Signature Certificate (DSC) is de-activated.

DSC is automatically de-activated once an individual files DIR-11 form -- which is resignation notice of a director to the Registrar of Companies.

"...The Registrar of Companies within their respective jurisdictions are authorised, on request from the stakeholders, and after due examination, to allow any one of the resigned director who was an authorised signatory director for the purpose of filing DIR-12 only along with additional fees," the Ministry said in a circular dated March 3.

DIR-12 filing is made to furnish particulars of appointment of directors and the key managerial personnel as well as the changes among them. The same cannot be filed if there is no authorised signatory director at the particular company.

This arrangement would be in place till an alternative mechanism is put in place in MCA 21 system, it added.

The clarification follows several representations about difficulties faced by stakeholders due to DSC de-activation when there is en-massed resignation of all directors before appointment of new people in their places.

Corporate Affairs Ministry is implementing the Companies Act.