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Director Appointment
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Resignation of Director- An Overview
Company is an artificial legal person which requires Individuals to Direct, Control, manage and oversee it, thus appointment of Director can be witnessed more often in a Private Limited Company. The Company‘s shareholder may not have time to contribute in business thus they select a group of Individuals to look after the company and form a fiduciary Relation to look after the Company’s assets and affairs.
When and why do we need to appoint the Directors?
- In case of death, Incompetency to act as director or any other reasons as may be.
- When number of Directors fall below the Quorum as specified by the Companies Act, 2013.
- In case where technically or professionally fit Director is required for particular area to manage or look after.
Who can appoint the Directors?
Technically, only shareholders can appoint the director in the AGM/EGM (Annual /Extraordinary General meeting) but for ease of carrying on the business and company’s object the act has allowed directors to appoint the Additional Director to hold the office till the AGM in case of casual vacancy or urgency. However the additional director may continue to act as the director post AGM also if the same has been appointed by the shareholders in AGM.
Get the Director Appointment done
Pre- requisites of Appointment of Directors
| 1 | AOA Authorisation | First Check whether Articles of Association (AOA) of the Company contain power/authorization to appoint Additional Director read with Section 161(1) of the Companies Act, 2013. {If there is no provisions in Articles of the Company then Alter the Articles of the company to have enabling clause for appointment of Additional Director. |
| 2 | Director Identification Number | It is mandatory to have DIN number in order to become the director; form DIR-3 may be filed for advance DIN. |
| 3 | Appointment Related Documentation | Following Documents are needed for appointment of Directors : • Consent in writing to act as Director in Form DIR-2 pursuant to Rule-8 of Companies (Appointment & Qualification of Director) Rules, 2014 • Intimation by Director in form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he/ she is not disqualified u/s 164(2) of Companies Act, 2014. • Disclosure of Interest in Form MBP-1 pursuant to Section 184(1) read with Rule 9(1) of Companies (Meetings of Board and its Powers) Rules, 2014. |
Obligation of Company for filing resignation of Director to ROC
- The Board of Directors of Company shall take into consideration the resignation as handed over by the outgoing director and shall pass the resolution of Board accepting the resignation and communicate the same to the outgoing Director.
- The Board of Director / Company shall file Form DIR-12 within 30 days from the date of resignation keeping in mind that the number of directors should not be less than the number specified by the Companies Act, 2013.
- While Filing DIR -12 Following attachments must be attached :
- The Resignation letter as received from outgoing Director.
- The Evidence in support that the resignation has been acknowledged.
- Resolution passed by Board of Directors.
- File Necessary Amendment Application under following Acts:
- Goods and Services Act
- Shops & Establishment Act
- Factories Act
- Foreign Exchange Management Act
- Inter-State Migrant workmen Act
- Private Security Agency Act
- EPF
- ESI
- Other Labour Laws
Procedure of Appointment of Director
Board Meeting
Call the Board Meeting by giving 7 days notice to directors. Pass Resolution for appointment of Additional Director.
Issue of Appointment Letter
Issue Letter of Appointment of new director
File DIR-12
File e-form DIR-12 attaching CTC of board resolution, DIR-2 and Letter of Appointment. Appointed as Additional Director.
Regularisation
Now this person will be Additional Director Till AGM of company. If company want to appoint him as director then regularize the person as director in General Meeting by Share holder Resolution. File form DIR-12 for Change in Designation of Director along with ordinary resolution.
Documents Required for Appointment of Directors
Aadhaar and PAN Card
Passport Size Photo
Email and Mobile number
Form DIR-2
Form MBP-1
Digital Signature Certificate