Management / Director Change

Section 8 Company — Director Addition / Removal:

• New director must obtain DIN (Director Identification Number) if not already held
• File Form DIR-12 on MCA portal within 30 days of appointment/resignation
• Board resolution required for all director changes
• Update MCA master data — new director details appear in public MCA records within 2–3 days
• Update authorised signatory on all portals: Income Tax, FCRA (MHA), bank accounts

Registered Society — Managing Committee Change:

• AGM or EGM resolution with proper notice period (as per bye-laws)
• File change of managing committee with Registrar of Societies — form and fee vary by state
• Update Darpan profile governing body section immediately
• Update bank account mandate with new signatories

Public Charitable Trust — Trustee Change:

• In most states, trustee changes require a Supplementary Trust Deed registered with Sub-Registrar
• Maharashtra requires District Court permission for removal of trustees under Maharashtra Public Trusts Act
• Tamil Nadu, Rajasthan require court approval for trustee replacement in most cases
• New trustee must consent in writing and sign the Supplementary Deed

• Board / AGM / EGM resolution authorising the change (notarised copy)
• Resignation letter / death certificate / incapacity certificate of outgoing member (as applicable)
• Consent letter and KYC of incoming member (PAN, Aadhaar, photograph)
• DIN of new director (Section 8) — MFiling can apply for new DIN
• DSC of new director (Section 8) — for MCA e-filing
• Supplementary Trust Deed (Trusts) — prepared by MFiling
• Existing registration certificate and governing document

• MCA Portal (Section 8): DIR-12 within 30 days
• Income Tax Portal: Update authorised signatory for ITR-7, Form 10A/10AB filings
• MHA FCRA Portal: File FC-6 (change of key functionary) within 15 days
• NITI Aayog Darpan: Update governing body section immediately
• Bank Accounts: File board resolution with bank for signatory change
• Darpan + CSR-1: Update authorised representative on MCA and Darpan portals

• Section 8 Director Change (DIR-12): 2–5 working days | MCA fee Rs.300 | MFiling from Rs.3,499
• Society Committee Change: 7–21 working days | Registrar fee varies by state | MFiling from Rs.3,499
• Trust Trustee Change (Supplementary Deed): 10–21 working days | Stamp duty Rs.200–2,000 | MFiling from Rs.4,999
• FCRA FC-6 (Change of Functionary): 15-day mandatory deadline | Government fee Rs.Nil | Included in management change service

Q: What happens if a trustee dies and there is no succession provision in the Trust Deed?
Without a succession clause, a vacancy in trusteeship requires a court order under Section 73 of the Indian Trusts Act 1882. This can take 3–12 months. MFiling recommends including a clear succession clause in all Trust Deeds at the time of formation to avoid this complication.

Q: Can a director of a Section 8 company resign without a replacement being appointed?
If the resignation would bring the total number of directors below the statutory minimum of 2, the resignation cannot take effect until a replacement is appointed. The director must give a minimum 30 days' notice and may not leave before the company appoints a replacement.