Appointment of Directors

Types of Directors

  • Executive Directors: Involved in day-to-day management, often holding significant positions like CEO, CFO, etc.
  • Non-Executive Directors: Do not partake in daily operations but contribute to policy and decision-making.
  • Independent Directors: Ensure unbiased oversight without any direct stake in company affairs, crucial for shareholder trust.
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Registration Process

How We Work

01

Review AOA

Ensure the Articles of Association permit adding directors.

02

Board Resolution

Conduct a board meeting to propose the appointment.

03

Obtain DIN and DSC:

Director Identification Number and Digital Signature Certificate are mandatory for new directors.

04

Filing with ROC:

Submit forms DIR-2 and DIR-12 within 30 days of appointment.

Checklist

Documents Required

Personal Identification: PAN card, Aadhaar, Voter ID, or Passport.
Address Proof: Recent utility bills or rental agreements.
Consent Forms: DIR-2 and DIR-12 to be filed with the Registrar of Companies (ROC).
Digital Signature Certificate (DSC): For electronic document signing.

Overview of the Director Appointment Process

Directors play a pivotal role in steering a company towards its goals and managing its operations. The Companies Act, 2013, lays down specific provisions for the appointment, addition, and change of directors to ensure proper governance and compliance. This guide simplifies the process, helping companies understand and execute their responsibilities efficiently.

Reasons to Add or Change Directors

  • Introducing New Talent: To infuse fresh perspectives and skills into the company's leadership.
  • Preventing Ownership Dilution: Enables strategic delegation of responsibilities while maintaining control.
  • Addressing Inefficiency: Replacing or adding directors in response to performance dips due to various factors.

Eligibility Criteria for Directors

  • Must be at least 18 years old.
  • Should not be disqualified under the Companies Act, 2013.
  • Mutual consent from the individual, Board of Directors, and shareholders is mandatory.

FAQ:

Any individual above the age of 18, not disqualified under the Companies Act, 2013, and who consents to act as a director.
No, directors do not need to be shareholders unless specified by the AOA.
A director can be removed by passing a resolution in a general meeting, provided the director is given an opportunity to be heard.

How long does the appointment process take?

The process from passing the board resolution to filing necessary forms with the ROC typically takes a few days to a month, depending on the preparation and scheduling of meetings.

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