Add Directors
From getting a DIN for the new director, drafting the resolution, to filing Form DIR-12, we take care of everything!
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Why Add/Change Directors
- As your company grows and evolves, you will need to bring new talent on board to meet the new requirements and challenges.
- Adding or appointing an additional director helps the shareholders assign more operational responsibilities without losing any strategic control.
- It could be that the existing directors cannot meet the requirements of the work or maybe even due to retirement, family problems, physical ailments or other personal reasons.
- In case of sudden death or plans of retirement from existing directors, you will have to add another director to your company.
Pricing
(Simple & Clear Pricing. No Hidden Charges)
| Government Fee | Rs 0 |
| Professional Fees | Rs 1,459 |
| Goods & Service Tax | Rs 00 |
| Total Cost | Rs 1459 |
Adding a Director - Overview:
(All you need to know)
It is possible to add or remove a director from the company at any time. While the articles of incorporation should have provisions allowing it, the Articles of Association and Companies Act provisions dictate how and who can be appointed as a new director. Adding new directors to the company involves following a bunch of procedures and Vakilsearch is here to help you make the whole process easy for you.
1. Executive Director:An executive director is also known as “Whole-time director” he is the one who is a full-time employee for a particular company.
2. Managing Director: A “Managing Director” means a Director who, by virtue of an agreement with the company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of affairs of the company.
3.Ordinary Director: The ordinary director is the one who will attend the Board of meeting or some important matters in the company.
4.Nominee Director: Banks and Private Equity investors who grant debt or equity assistance to a company generally impose a condition as to the appointment of their representative on the Board of the concerned Company.
5. Professional Director: Any of the directors acquiring the professional qualifications and do not have enough interest in financial interest is known as Professional Director.
Documents Required to Appoint a Director
Following Documents are required :-
- PAN card of the director
- Identification proof, such as Voter ID, driving license, Aadhaar card, etc
- Proof of residence, such as utility bills, rental agreement, etc
- Passport size photograph
- Digital Signature Certificate (DSC)
WHO CAN BE THE DIRECTOR OF A COMPANY?
He or she should not have been sentenced to imprisonment for any period, or a fine imposed under a number of statutes.
They should not have been detained or convicted for any period under the Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 1974.
He or she should have completed twenty-five (25) years of age, but be less than the age of seventy (70) years. However, this age limit is not applicable if the appointment is approved by a special resolution passed by the company in general meeting or the approval of the Central Government is obtained.
They should be a managerial person in one or more companies and draws remuneration from one or more companies subject to the ceiling specified in Section III of Part II of Schedule XIII.
He or she should be a resident of India. ‘Resident’ includes a person who has been staying in India for a continuous period of not less than twelve (12) months immediately preceding the date of his or her appointment as a managerial person and who has come to stay in India for taking up employment in India or for carrying on business or vocation in India.
Process of Adding a Director:-
The first step is to check the AOA of the company before appointing a director. The AOA should provide a clause for appointing or adding a director. If there is no provision in the AOA for adding a director, the AOA should be modified to contain a provision that allows adding additional directors.
The company must appoint a director by passing a resolution in a general meeting. The company may pass a resolution to appoint a director in an Annual General Meeting (AGM). If the company decides to appoint a director in the middle of the year, it may appoint a director by passing a resolution in an Extraordinary General Meeting (EGM).
After the company passes a resolution for appointing a director in a general meeting (AGM or EGM), the proposed director should apply for DSC and DIN (if an individual does not have a DSC and DIN). After obtaining the DIN, the proposed director should furnish his/her DIN and a declaration that he/she is not disqualified from being a director under the Companies Act, 2013 to the company.
After obtaining the DIN, the person proposed to be added as a company director must give his/her consent to act as the director in Form DIR-2. A person cannot be appointed as a director unless he/she gives consent to the company to hold the office as the director.
After passing the resolution for director appointment and obtaining the DIR-2 from the director, the company can appoint the person as a director. The company must file the DIR-2 and DIR-12 (Particulars of appointment of the director) after the appointment of the director. The company must file Form DIR-2 and DIR-12 with the ROC within 30 days of the appointment.
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Frequently Asked Questions
Who can be a company director?
Any individual above 21 years can be appointed as a director. However, an artificial person, such as a corporation, company, firm, association or entity, cannot be appointed as a director.
Is it necessary to get a shareholder as a director of a company?
No, the director is not required to hold the company shares. A person with no company shares can also be appointed as a director unless the AOA specifies that the company director must have shares in the company.
How long does it take to appoint a company director?
After the resolution is passed for the appointment of an individual as director and the DIN is obtained, it takes one day to appoint him/her as the company director.
Who can't be a director of a company?
A person cannot be appointed as a director if he doesn’t qualify under the AoA, if they are an undischarged bankrupt, or if they are restricted by a court order.
Can someone with a criminal record be a director?
Yes, a person with a criminal record can be a director of a company as long as they are not restricted specifically by a court order.
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