Nov Sat 2020

Team Simplebooks

How to Make Changes in Directors of a Company – Form 20

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If you own a Private Limited Company, you probably have a Board of Directors (BOD)  and a Company Secretary overseeing your organisation’s activities. 

But have you ever wondered how you can implement changes to these individuals?

This is where Form 20 comes in.

Most business owners come across this document for the first time when they usually need to update director/secretary details.

It can be a handful to take in at first, so here’s an in depth guide to help you navigate.

In this blog, we will talk about:

  1. The different types of changes you can make to your Directors and Secretaries
  2. How you can execute those changes 

Let’s get started! 

Who are Directors and Secretaries?

Look at it this way; directors are the elected officials of an organization that manage company affairs. This can be both long and short term.

They’re also elected by the company shareholders.

Secretaries are the directors’ guiding hand.

They take care of company compliance. While mostly an administrative role, a secretary will act as the bridge between the company and it’s directors. 

Secretaries and directors are part and parcel of any company. 

Like any other human resource, there will be occasions where an organisation will need to make changes to these individuals.

All of these changes are implemented through Form 20.

Additional reading: How to choose the right company secretary for your business

What is Form 20?

Form 20 is the document you need to submit in order to legally make changes to a Director or Secretary. 

It’s technical term is “Notice of Change of Director/Secretary and Particulars of Director/Secretary”. 

There are four main types of Director/Secretary changes:

  1. There are four main types of Director/Secretary changes:
  2. Removals
  3. Resignations 
  4. Update information

Once you fill out the form, you need to submit it to the Registrar of Companies along with all it’s supporting documents.

You can also download Form 20 at the eROC website. 

Let’s take a look at how you can make Director/Secretary changes in your company. 

How to: Appoint a new Director/Secretary

Whenever you need to appoint a new director to your company, there are three steps you need to follow:

  1. Fill in form 20
  2. Hand in form 18 
  3. Pass a board resolution

Step 01: Fill in general company details

You need to add your:

  1. Company registration number
  2. Company Name

everytime you fill in Form 20. 

Step 02: Indicate whether it’s a Director or Secretary change

If you’re making changes to a Director of your company, tick box (a).

If you’re making changes to a Secretary of your company, tick box (b).

Step 03: Fill in the details of your new Director/Secretary 

Under “Appointment of new Directors/Secretaries”, fill in their:

  1. Full Name
  2. Office of Director/Secretary 
  3. NIC or Passport number 
  4. Residential Address 
  5. Email Address 
  6. Date of Appointment

Step 04: Fill in details of the person presenting Form 20

Enter the presenter’s:

  1. Date of Appointment
  2. Email Address
  3. Telephone Number

Step 05: Add in details of present Directors/Secretaries 

Here you need to enter your existing Directors’ and Secretaries’:

  1. Full Name
  2. Residential Address 

Step 06: Signature of new Director/Secretary 

Enter your new Director/Secretary’s:

  1. Full Name 
  2. Signature
  3. Date of Signature 

Step 07: Delete unused sections 

Delete the sections that did not require to be completed. 

Step 08: Attach either Form 18 or Form 19 

Whenever you appoint a new Director or Secretary to your company, you need to get their consent. 

This is done by Form 18 and Form 19. 

Use Form 18 for Directors and Form 19 for Secretaries. 

Step 09: Submit Form 20 to the Registrar of Companies 

Within 20 days of appointing your new Director/Secretary, you need to hand in Form 20 + supporting documents to the Registrar of Companies. 

How to: Remove an existing Director/Secretary

When you have to remove an existing Director from the company, there’s a certain process you need to follow. 

  1. Give the Director a notice of removal 
  2. Set up a stakeholder meeting 14 days after giving the notice of removal 
  3. Allow the Director to present his case of defense during the board meeting 
  4. The shareholders vote to either remove or retain the Director 
  5. 51% (majority) vote of the (subject to the ordinary resolution) will signal the final decision. 

If the majority votes to remove the Director from the company, the decision has to be communicated to the Registrar of Companies.

To do this, you need to submit Form 20.

Here’s how you do it:

Step 01: Fill in general company details

You need to add your:

  1. Company registration number
  2. Company Name

everytime you fill in Form 20. 

Step 02: Indicate the Director change

To indicate that you’re making a change in your Directors, tick box (a).

Step 03: Fill in the details of the Director being removed 

Under “Director/Secretary ceasing to hold office”, enter their:

  1. Full Name 
  2. Office (indicate whether it’s a director or secretary that is being removed)
  3. Residential Address 
  4. Date of ceasing to hold office
  5. Reason for removal 

Step 04: Fill in details of the person presenting Form 20

Enter the presenter’s:

  1. Name 
  2. Email Address
  3. Telephone Number

Step 05: Add in details of present Directors/Secretaries 

Here you need to enter your existing Directors’ and Secretaries’:

  1. Full Name
  2. Residential Address 

Step 06: Delete unused sections 

Delete the sections that did not require to be completed. 

Step 07: Submit Form 20 to the Registrar of Companies 

Within 20 days of Removing your Director/Secretary, you need to hand in Form 20 to the Registrar of Companies. 

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How to: File for a Director/Secretary’s resignation

An existing Director or Secretary can also decide to resign from their position.  

In order to resign, they need to hand in a written notice of their resignation.

The notice is effective starting from the date stated in the letter of resignation. (Section 208, Companies Act 2007) 

Once you receive a resignation letter, you need to notify the Registrar of Companies. 

This is done by submitting a Form 20 as well. 

Let’s look at how to file for a Director/Secretary’s resignation:

Step 01: Fill in general company details

You need to add your:

  1. Company registration number
  2. Company Name

everytime you fill in Form 20. 

Step 02: Indicate whether it’s a Director or Secretary change 

If it’s a Director that resigned, tick box (a).

If it’s a Secretary that resigned, tick box (b).

Step 03: Fill in the details of the Director/Secretary that’s resigning 

Under “Director/Secretary ceasing to hold office”, enter their:

  1. Full Name
  2. Office (indicate whether it’s a director or secretary resigning)
  3. Residential Address 
  4. Date the director/secretary will cease hold office
  5. Reason for removal 

Step 04: Fill in details of the person presenting Form 20

Enter the presenter’s:

  1. Name 
  2. Email Address
  3. Telephone Number

Step 05: Add in details of present Directors/Secretaries 

Here you need to enter your existing Directors’ and Secretaries’:

  1. Full Name
  2. Residential Address 

Step 7 : Signature of the Director/Secretary that’s resigning 

Add the:

  1. Signature
  2. Full name

of the director/secretary that’s resigning. 

The date should be the day they’re resigning. 

Step 06: Delete unused sections 

Delete the sections that did not require to be completed. 

Step 07: Submit Form 20 to the Registrar of Companies 

Within 20 days of Removing your Director/Secretary, you need to hand in Form 20 to the Registrar of Companies. 

How-to: Update a Director/Secretary’s details  

When a Director/Secretary changes their:

  1. Name
  2. Address

you need to update the Registrar as well.

These updates are communicated to the Registrar through Form 20. 

Let’s look at how to update a Director/Secretary’s changes:

Step 01: Fill in general company details

You need to add your:

  1. Company registration number
  2. Company Name

everytime you fill in Form 20. 

Step 02: Indicate whether it’s a Director or Secretary change 

If it’s a Director’s detail update, tick box (a).

If it’s a Secretary’s detail update, tick box (b).

Step 03: Fill in details of the person presenting Form 20

Enter the presenter’s:

  1. Name
  2. Email Address
  3. Telephone Number
  4. Facsimile

Step 04: Update Director/Secretary details  

In case you need to update details that haven’t been mentioned on the page, you can add them on a separate sheet of paper. 

Once you update all the details, add in the date where the changes were made.

Step 05: Add in details of present Directors/Secretaries 

Here you need to enter your existing Directors’ and Secretaries’:

  1. Full Name
  2. Residential Address 

Step 06: Signature of Director/Secretary 

Enter:

  1. Full Name 
  2. Signature
  3. Date of Signature

of the Director/Secretary who’s details have been updated. 

Step 07: Delete unused sections 

Step 08: Submit Form 20 to the Registrar of Companies 

Within 20 days of updating your Director/Secretary’s details, you need to hand in Form 20 to the Registrar of Companies. 

Submit Form 20 with Simplebooks! 

As a registered corporate secretary, Simplebooks is capable of overlooking your Director/Secretary additions, removals, resignations and well as information updates. 

In case you need any help, contact us for a free consultation!

File for Director/Secretary changes with Simplebooks!

As a registered corporate secretary, Simplebooks is capable of overlooking all Director/Secretary changes within your company.

Incase you ever need assistance filing Form 20, feel free to contact us for a free consultation!

FAQs

What is the use of Form 20?

When you need to make Director or Secretary changes in your company, you will need to notify the Registrar of Companies.
Form 20 is the document you need to fill out and submit to the Registrar in order to make these changes.

How do I appoint a new Director/Secretary?

  1. Fill in and submit Form 20 
  2. Fill in and submit Form 18. 
  3. Pass a board resolution to appoint the new director/secretary in to your company. 

How do I remove an existing Director?

  1. Hand in a notice of removal to the Director in question
  2. Conduct a stakeholder meeting 14 days after handing in the notice of removal 
  3. Allow the Director to present his case of defense during the stakeholder meeting
  4. The shareholders vote to either remove or retain the Director 
  5. 51% (majority) vote of the (subject to the ordinary resolution) will signal the final decision. 
  6. If the shareholders vote to remove the Director, submit Form 20 to the ROC.

How do I file for a Director/Secretary resignation? 

One a director or secretary hands in their letter of resignation, you need to fill in a Form 20 and file it with the Registrar of Companies. 

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