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ROC-04 — UPDATE DIRECTOR STRUCTURE

📘 ROC-04 — UPDATE DIRECTOR STRUCTURE

Restructuring the Board Composition

1. Overview

ROC-04 — Update Director Structure is used when a company undertakes a restructuring of its board composition, such as adding multiple directors, removing directors, or reorganising the overall board structure.

This filing ensures that the Registrar of Companies (ROC) maintains accurate and up-to-date records of the company’s governance structure.

2. Legal Requirement

Under the Companies Act (Cap. 39), companies are required to:

  • Maintain accurate records of directors and board composition
  • Notify the Registrar of Companies of any structural changes to the board
  • Support changes with proper resolutions and statutory documents

 

3. Scope of Services

We assist clients with:

  • Review of proposed board restructuring
  • Preparation of Board Resolution approving the new director structure
  • Preparation of Consent to Act forms for new directors
  • Review of resignation letters (if applicable)
  • Verification of IC/Passport documents
  • Online submission via the ROCBN Portal
  • Follow-up with ROC until completion

4. Director Structure Update Process

Board Review

Assessment of proposed changes to board composition

Board Approval

Passing of Board Resolution approving the revised director structure

Document Preparation

Compilation of consent forms, resignation letters, and identity documents

Online Submission

Submission via ROCBN Portal → Update Director Structure (ROC-04)

Registrar Review

ROC reviews the submission and updates company records

5. Processing Timeline

  • Processing time depends on complexity of restructuring and ROC review
  • Additional clarification or documents may be requested by ROC

6. Documents Required

Mandatory

  • Board Resolution approving new director structure

For New Directors

  • IC or Passport copy with signature
  • Consent to Act Form
  • Form X

If Applicable

  • Resignation letters of outgoing directors

7. Frequently Asked Questions (FAQ)

Q1: What is ROC-04 used for?
ROC-04 is used to notify ROC of changes to the overall director structure or board composition.

 

Q2: Is a Board Resolution mandatory?
Yes. A Board Resolution approving the new structure is required.

Q4: Is Consent to Act required for all directors?
Consent to Act is required only for newly appointed directors.

Q5: Can multiple director changes be filed under ROC-04?
Yes. ROC-04 allows submission of multiple director changes in one application.

Q6: Is the submission done online?
Yes. Filing is completed through the ROCBN Portal.

Q7: Will ROC issue a certificate after restructuring?
No separate certificate is issued. Changes are reflected in the OCP and company extract.

Q8: Do internal registers need to be updated?
Yes. The Register of Directors and statutory records must be updated.

Q9: Should banks be informed after board restructuring?
Yes. Banks and other relevant authorities should be notified after ROC update.

 

8. Final Stage / Follow-up

  • Download updated company extract from ROCBN
  • Update internal statutory registers
  • Inform banks and relevant authorities
  • Maintain records for compliance purposes

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