Appointment/ Adding a director in a Company
Appointment/ Adding a director in a Company By Expert Mantra
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Adding a Director – An Overview
A company can add or remove a director at any time, provided the Articles of Association and the provisions of the Companies Act allow it. The process of appointing a new director requires following certain legal procedures, and Easebis is here to make the entire process simple and hassle-free. You can also get access to the director appointment form with ease.
As per Section 2(34) of the Companies Act, 2013, a “Director” is a person appointed to the Board of Directors to perform the roles, responsibilities, and functions of a company director in line with the Act.
Why Choose Expert Mantra before Adding A Director?
You can add a new director to your company in 3 simple steps by Expert Mantra
Schedule a call with our compliance experts
Share the required details and documents
Sit back while we handle the registration process for you
Why Change Directors of a Company?
There are several common reasons why companies decide to add or replace directors:
Bringing in new talent
As a business grows, fresh expertise is often required to handle new challenges and responsibilities. Adding new directors ensures the company has the right leadership at the top.No dilution of ownership
Directors manage the day-to-day affairs of a company. By appointing an additional director, shareholders can delegate operational duties without giving up strategic ownership or control.Inefficiency or unavailability of existing directors
Sometimes, current directors may not be able to fulfill their duties due to inefficiency, retirement, health concerns, personal issues, or other reasons. In such cases, new directors are brought in to maintain smooth operations.Meeting statutory requirements
Every company is required to have a minimum number of directors as per the Companies Act. If a director retires, resigns, or passes away, appointing another director becomes necessary to comply with the law.
Types of Digital Signature Certificates (DSC)
Encrypt DSC
This type of DSC is mainly used to secure sensitive documents by encrypting them. It is commonly required on tender portals where businesses upload documents. Encrypt DSCs are also useful for sending confidential information such as legal, e-commerce, or highly sensitive business documents.Sign & Encrypt DSC
This certificate allows both signing and encrypting of documents. It is ideal for users who want to maintain confidentiality while also authenticating the document. It is often used for submitting forms and applications to government authorities.
Process of Adding a Director to the Company
Adding a director involves several legal and procedural steps and is often more detailed than it may appear. Here’s a simplified outline of the process:
Step 1: Verify if the company’s Articles of Association (AOA) allow the appointment of an additional director. If not, the AOA must be amended accordingly.
Step 2: Obtain the consent of the proposed director to act in that role through the prescribed appointment form.
Step 3: The company must pass a board resolution approving the appointment of the new director.
Step 4: Apply for the new director’s DSC (Digital Signature Certificate) and DIN (Director Identification Number).
Step 5: Gather the required documents and information, and complete the necessary filings with the Registrar of Companies (ROC), including Form DIR-2, DIR-12, and DIR-8.
This is a simplified version of the procedure. Expert Mantra will handle almost all these steps on your behalf. Once the basic process is complete, there are a few additional formalities, which our team will guide you through seamlessly.
Documents Required for Appointment of a Director
To appoint a new director, the following documents are generally required:
Passport – mandatory for foreign applicants.
PAN Card – mandatory for Indian applicants.
Identification Proof – such as PAN card, voter ID, Aadhaar card, or passport.
Proof of Residence – electricity bill, rental agreement, Aadhaar card, voter ID, passport, or driving license.
Passport-size Photograph of the proposed director.
Digital Signature Certificate (DSC) of the proposed director.
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Frequently Asked Questions…
What are the requirements for adding a director to a company?
A proposed director must provide valid identity and address proof, a Digital Signature Certificate (DSC), a Director Identification Number (DIN), and their written consent to act as a director.
What is the procedure for adding a director in a company?
The process involves checking the Articles of Association (AOA) for provisions, obtaining the director’s consent, passing a board resolution, acquiring DSC and DIN, and filing the necessary forms (DIR-2, DIR-12, DIR-8) with the Registrar of Companies (ROC).
Are there any legal obligations or responsibilities for a director?
Yes. Directors are responsible for ensuring compliance with the Companies Act, managing day-to-day operations, safeguarding the company’s interests, and acting in good faith toward shareholders and stakeholders.
Can a director be added to any type of company?
Yes, directors can be appointed in private limited companies, public companies, and One Person Companies (OPC), subject to the provisions of the Companies Act and the Articles of Association.
Are there any restrictions on adding a director to a company?
Yes. A person cannot be appointed as a director if they are disqualified under the Companies Act, 2013—for example, due to insolvency, criminal conviction, or failure to comply with regulatory requirements.
Can a director be removed or resign after being added?
Yes. A director may resign voluntarily by giving written notice, or they can be removed by the shareholders through a resolution, in accordance with the Companies Act.
What is the role of a director in a company?
A director is responsible for managing the company’s operations, making strategic decisions, ensuring compliance with legal requirements, and acting in the best interests of the company.
Do I need professional assistance to add a director in a company?
While it is possible to follow the procedure on your own, seeking professional assistance ensures that all legal formalities are handled correctly and without delays.
