Appointment of Director

Overview

The directors of the company collectively known as board of director perform the function of direction, control and management of the business and affairs of the company and exercise powers of the company. Appointment of directors shall be made by company in general meeting, where articles of company authorize board to appoint director then Board can appoint directors.

BOARD COMPOSITION

Every public company shall appoint minimum 3 directors while a private company shall have minimum 2 directors and a one person company is required to appoint at least 1 director. All companies may have maximum 15 directors which can be exceeded after passing special resolution in general meeting.

Every company shall appoint at least one resident director who has stayed in India for a total period of at least 182 days in the previous calendar year.

PROCEDURE FOR APPOINTMENT OF DIRECTOR

For Appointment of directors in a Company following requirement need to be followed in sequential manner as mentioned below:

• 1. Check Article of association of company whether it authorize the board to appoint Director. If director is to be appointed by Board.
• 2. Check whether the Individual to be appointed as a director possess DIN and DSC.
• 3. Consent in writing to act as Director in Form DIR-2 is required from the proposed director before his appointment.
• 4. After Receiving consent from the director: -
  • Convene Board Meeting and pass Board Resolution regarding appointment
  • Issue letter of appointment to director.
  • File e-form DIR-12 along with prescribed fees.
• 5. After the appointment the director concerned has to inform other companies in which he is director about his appointment.

FILE FORM DIR-12

• Download DIR-12 from MCA portal
• Fill in the details of the DIR-12 & the date of appointment and form should be filed within 30 days from the date of appointment
• Attach the document required and check form then verify it with the DIN and DSC of Managing or Executive Director of the company and with the DSC of professional.
• Pre scrutiny the form and upload it on MCA Portal through Upload e form

DOCUMENTS REQUIRED

• Aadhar Card, PAN Card of director.
• DIN and DSC of Director.

ATTACHMENTS

• Consent of Director in Form DIR-2.
• Appointment letter
• Board Resolution
• Interest of director in other entities is required to attach, if any.

APPOINTMENT OF FIRST DIRECTORS

The company may at the time of incorporation name some persons as first directors in its articles. Where the articles of a company do not provide for the appointment of first directors then the individuals who are subscriber of the MoA shall be deemed to be the first directors of the company until the directors are appointed by the members of the company.

NUMBER OF DIRECTORSHIP

The Companies Act, 2013 prescribed the limit on maximum number of directorship an individual can hold. As per act an individual can hold directorship in maximum 20 companies subject to maximum 10 directorships in public companies. For the purpose of calculating such directorship in public company, directorship if any held in private companies which are either holding or subsidiary company of a public company shall be considered. Alternate directorship shall be included while calculating directorship.

APPOINTMENT OF DIRECTORS BY BOARD

Following type of directors can be appointed by board if authorized by articles of the company:

• Additional Director
• Alternate Director
• Director to fill casual vacancy

GOVERNMENT FEES

1. Fee for filing e-Forms for the company having share capital