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Adding a Director

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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Lalit Kansal
By Lalit Kansal
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Adding a Director - Overview:

Adding a director to a company can be a complex process. However, it is important to follow the correct steps to ensure the appointment is valid and compliant with the law. The procedure for appointing a director will vary depending on the type of company and the jurisdiction in which it is incorporated. However, some general steps are common to most appointments.

Adding a Director - Overview:

There are several reasons why a company might need to add or change directors of a company. For example, a company may need to add a director to expand its board of directors, to replace a retiring director, or to appoint a director with specific skills or experience. A company may also need to change directors of a company if a director becomes disqualified from holding office or if there is a change in the company's ownership.

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Types of Directors of a Company

  • Executive directors:Executive directors are involved in the day-to-day management of the company. They may have specific titles, such as CEO, CFO, or COO.
  • Non-executive directors:Non-executive directors are not involved in the day-to-day management of the company. They provide independent oversight of the company's board of directors and management.
  • Independent directors:Independent directors are non-executive directors with no financial or other interest in the company other than their directorship. They are responsible for protecting the interests of the company's shareholders.

Resolution for the Appointment of a Director in Company

A Resolution for the Appointment of a Director is a formal document that is passed by the Board of Directors or the shareholders of a company to appoint a new director to the board.

  • The name of the director being appointed
  • The date of the appointment
  • The term of the appointment (if applicable)
  • Any other relevant information, such as the director's qualifications or experience The resolution should be passed in accordance with the company's bylaws or articles of association. In some cases, the appointment of a director may also require the approval of the shareholders.

Documents

  • The PAN card of the director
  • Identification proof of the director, such as an Aadhaar card, voter ID, or driver's license
  • Proof of residence of the director, such as utility bills or rental agreement
  • Passport-size photograph of the director
  • Digital Signature Certificate (DSC) of the director
  • Form DIR-2 (Consent to act as a director)
  • Form DIR-12 (Particulars of appointment of a director)

Steps involved

Step One

Check if the articles (AOA) of the company supports adding an additional director. If there are no such provisions in the AoA of the company, then modify the AoA of the company in a way that allows adding an additional company director.

Step Two

The proposed director must give his or her consent to act as the director via director appointment form

Step Three

The company must pass a board resolution for appointment of directors in company law

Step Four

Get DSC (Digital Signature Registration) and DIN (director identification number) for the new director.

Step Five

Collect the basic documents and information required for the process and get Form DIR-2, Form DIR-12 and Form DIR-8 at ROC done.

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