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Appointment of a Director

A person may be appointed as a Director if they meet the eligibility criteria in the Articles of Association, and consent to the same in writing.

Introduction

The Directors of the Company are elected by the Shareholders in order to manage the working of the Company’s affairs within the framework of the Memorandum of Association and Articles of Association. New directors must meet the requirements put forward in the AoA, and the general requirements of the Companies Act. New directors must also apply and get a Digital Signature Certificate and a Director Identification Number. 

The requirements for the appointment of a director are tedious procedural steps depending on the provisions of the Companies Act 2013 and Articles of Association of the Company.

POINTS TO BE REMEMBERED

  • Ensure that the director to be appointed by the board of directors is not such a person who has failed to get appointed as a director in a general meeting. If a proposal is made in General Meeting for appointment of a person as Director and the shareholders didn’t pass the resolution and that person fails to get appointed as a director in a general meeting, then that person can’t appoint as additional director.

  • Ensure that Board of directors are allowed by Articles of the company to appoint Additional Director.

  • Ensure the maximum number of directors don’t exceed the after appointing additional director because the additional director is counted in the limit prescribed under section 149(1).

  • The individual who will be appointed as an additional director must have an Active DIN.

PROCEDURE

  1. Firstly check whether Articles of the company contains power to appoint additional directors as per section 161(1) of the Companies Act, 2013 otherwise alter the Articles and insert the required provision.

  2. Secondly check whether such individual have DIN, otherwise apply in DIR-3.

  3. Call the Board Meeting.

  4. Pass the board resolution for appointment of Additional Director.

  5. Documents to be deposited by such individual to the company

    • DIR-2 – Consent to act as a Director of a Company as per to Rule-8 of Companies (Appointment & Qualification of Director) Rules, 2014

    • DIR-8- Intimation by Director to the effect that he/she is not disqualified u/s 164(2) of Companies Act, 2013

  6. File DIR-12 to Registrar of Companies within 30 days from passing Board Resolution. Attachments for DIR-12 as follows

    • Signed copy of Board Resolution

    • DIR-2 by such individual

Basic Documents for Director

Passport size photograph (Scan Copy)
PAN Card copy (Mandatory)
Proof of Identity -Passport/Voter ID/Driving License/Aadhar Card
Proof of Residence (in the name of applicant) -Bank Statement / Electricity Bill

Basic Documents for Address Proof

1.If the Property is Owned by any Director or Shareholder:

(a). Sale deed of the Property

(b). NOC from the owner (Digital CA will provide draft copy)

2: If the property is taken on rent by any Director or Shareholder:

(a). Rent Agreement

(b). NOC from the owner (Digital CA will provide draft copy)

In addition to above Property Ownership Documents Electricity Bill/Telephone Bill/Gas Bill/ Mobile Bill

Directors disqualification

Not Valid DIN-Section 164 debars any such person to be appointed as a Director who has not got DIN(Director Identification Number. 

Unsound Mind-Section 164 debars any such person to be appointed as a Director who is of unsound mind and stands so declared by a competent court.

 

Undischarged Insolvent-Section 164 debars any such person to be appointed as a Director who is an undischarged insolvent. 

Adjudicated as an Insolvent-Section 164 debars any such person to be appointed as a Director who has applied to be adjudicated as an insolvent and his application is pending;

 

OTS BASIC

Rs3999 Rs1999
  • Documents Preparation
  • DIR 12 form filing for one director
  • Govt Fees As Actual
  • Call & Email Support

OTS STANDARD

Rs6499 Rs3999
  • Documents Preparation
  • DIR 12 form filing for one director
  • Director Identification Number
  • 1 Digital Signature
  • Govt Fees As Actual
  • Call & Email Support

OTS PREMIUM

Rs8999 Rs5499
  • Documents Preparation
  • DIR 12 form filing for one director
  • Director Identification Number
  • Director Regularisation for one director
  • 1 Digital Signature
  • Govt Fees As Actual
  • Call & Email Support