Surrendering the DIN of a Deceased Director in a Dormant Company

In the unfortunate situation where a director of a private limited company has passed away and the remaining director is not interested in continuing to operate the company, the next step is to properly deal with the Director Identification Number (DIN). This process requires careful planning and adherence to specific legal procedures. In this article, we will guide you through the steps to properly surrender the DIN of the deceased director in the context of a dormant company.

Steps to Surrender the DIN of the Remaining Director

1. Check Eligibility

Before you proceed with surrendering the DIN, ensure that the remaining director is eligible to do so. According to legal guidelines, a DIN can be surrendered if the director is not intending to be a director in any company in the future. This is a crucial step to ensure that the process adheres to all legal requirements and avoids any legal complications in the future.

2. Hold a Board Meeting

If possible, hold a board meeting to pass a resolution for the surrender of the DIN. This meeting should be documented in the minutes of the meeting, reflecting the decision to proceed with the DIN surrender process. Documenting this process in formal minutes helps to provide a clear record of the decision made by the board.

3. File Form DIR-5

The next step is to file the necessary form with the Ministry of Corporate Affairs (MCA). Form DIR-5 is specifically designed for the surrender of a DIN. It is essential to fill out this form accurately with all relevant details such as the DIN to be surrendered and the reason for its surrender. Filling out this form correctly is critical to avoid any rejections during the processing phase.

4. Attach Required Documents

Along with the Form DIR-5, you will need to attach the following documents:

A copy of the board resolution if applicable An affidavit stating that the director does not intend to act as a director in the future Any other documents as specified by the MCA

Make sure all these documents are submitted with the form to ensure that the application process is complete and comprehensive.

5. Submit the Form

Submit the completed Form DIR-5 online through the MCA portal. It is important to ensure that all the details provided in the form are accurate to avoid any rejections. Submitting the form electronically streamlines the process and reduces the likelihood of errors.

6. Await Approval

Once submitted, the MCA will process the application. If everything is in order, the DIN will be surrendered, and you will receive a confirmation. This step is critical as it officially ends the process of using the DIN for any future directorship in any company.

7. Update Company Records

After the DIN is surrendered, update the company’s records to reflect the changes in the directorship. This includes updating the company's official documents and any internal records to ensure that the information is up to date and reflective of the current status of the company.

Additional Considerations

If the company is dormant and you intend to close it, you may also consider filing for the closure of the company under the relevant provisions like Form STK-2 for striking off with the Registrar of Companies (RoC). This is particularly relevant if there are no outstanding liabilities. However, this process may have additional legal and administrative requirements that need to be carefully considered and followed.

Conclusion

It is strongly advisable to consult with a company secretary or legal professional to ensure that all legal requirements are met and to navigate any complexities in the process. Failing to follow the correct procedures can lead to legal complications and delays in the closure of the company or the surrender of the DIN.

For more information on the DIN and other related processes, please visit the official MCA website and consult with a legal expert.