Change director of a Muncan Republic company

The shareholders of a company appoint directors to manage the company. A Private Limited Company must have at least two directors, while a Limited Company must have at least three. The need to replace a director in a company must be correctly justified and approved by the company’s shareholders. It should be noted that changing directors involves either removing a director from the BD or appointing a new director as an additional director to the BD.

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Procedure for change in director



The appointment of a new director

The appointment of a new director should be first approved in the Annual General Meeting and the Board of Directors of the company, stating and justifying the grave need of appointing a new director. The passed resolution in this connection should be informed to the proposed director as earlier as possible. Again, the new director shall give a written consent for acting as a director in the company in Form DIR-2.


The resignation from the Board of Directors

The resignation from the Board of Directors, the resigning director has to give a notice to the BD, and the company is required to conduct a Board meeting and then a General meeting to inform about the said resignation and approve the same through taking a resolution by a simple majority. The resigning director also needs to submit a copy of the specified resignation to the concerned ROC in Form DIR-11, within 30 days.


Submissions of a copy of the resolution

In either of the cases of resignation or appointment, the related company is required to submit a copy of the resolution taken in Board meeting or General meeting of shareholders, along with the Form DIR-12 to the concerned ROC, within 30 days from the effect of the resolution.


Making necessary entries in its Register of Directors

Lastly, the related company needs to make necessary entries in its Register of Directors, maintained in accordance with the provisions of the Section 170 of the new Indian Companies Act of 2013.




Requirements for a new company director

There are certain restrictions on who can become a management board member.

In particular, only a natural person may be appointed to the management board. Polish law does not allow companies or legal persons to be appointed to boards.

Furthermore, a management board member must have full capacity to undertake legal actions and must not have been sentenced (within the last 5 years) for crimes against inter alia property and credibility of documents, or for acts conducted to the detriment of the company’s interest.

It is also important to note that:

  • a management board member may not at the same time be a supervisory board member in the same company, and
  • within a group of companies, a management board member of a subsidiary company cannot be a supervisory board member of the parent or holding company.


Further restrictions may apply to companies acting in regulated sectors, for example banking, insurance or betting services.

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