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required form with the MCA with eTaxSupport.

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Add a director

Director of a company is a person who elects by the shareholders to manage the affairs of the company according to MOA and AOA. Only living person can be the director of a company and the board of directors entrust to manage the company. Appointment of director depends on the requirement of shareholder of a company. To appoint a director, a person needs to contain Digital Signature certificate and DIN or Director Identification Number. Any person Indian national, Non resident of India or a foreigner can become a director of a company in India.

Meaning of Director for a Private Limited Company

The term “Director” in the Companies Act,2013, defines as someone appointment to the Board of a Company which means to elect by the shareholders to manage the affairs of a business. The director needs to contain Digital Signature certificate and DIN or Director Identification Number and should be above 18 years age.

Types of Director in a Company:

Managing Director: A managing director is a person who by virtue AOA or a resolution passed in its general meeting or an agreement with the company is entrusted with substantial powers to manage the affairs of a company.

Executive Director or Whole-time director: It is a director who is full time employee in a company.

Ordinary Director: The ordinary director neither full time director nor managing director. These are those directors, who attends board of meetings and participate in the matters put before the board of directors of a company.

Additional Directors: Number of director and additional should not be exceed the number of directors are fixed in the AOA of a company.

Additional director is appointed by the boards of directors of a company between the two annual general meetings.

Alternate director: Alternate director is appointed to act as an original director in a general meeting during the absence of original director but not for more than three months.

Professional Director: Any director who has professional qualification and do not have any pecuniary interest in a company.

Number of directors in a Company

A company can have maximum 15 directors which can be further increased by passing a special resolution.

Minimum Number of directors in a Company:

  • Private Limited Company: Should have Minimum two Directors

  • Limited Company: Should have Minimum three Directors

  • One Person Company: Should have Minimum one Directors

 

Women Director Requirement in a Company

Listed Companies who has turnover of 300 crores or paid up share capital of 100 crores are required to appoint minimum one women director but there is no requirement of women director in a private limited company.

Appointment of Directors

There are different situations where a Director can be appointed. They are

1. Appointment of first Director by Promoter

The first Director of a Company is appointed by the promoter himself. The person appointed should be a subscriber of the company. In case of One Person Company, the owner himself shall be first Director

 

2. Appointment of Directors in General Meeting by passing an ordinary resolution

After appointment of the first Director, further appointment is made in a General Meeting by approval of Shareholders. All the Directors appointed in such manner have to have Director Identification Number (DIN) under section 154 of Companies Act, 2013. The person proposed to be the Director has to submit the Director Identification Number along with a declaration that he is not disqualified to be a Director.

The appointed Director has to file a consent with the Registrar of Companies in the manner as may be prescribed within 30 days of appointment

 

3. Appointment of Director by BOD as Additional Director, Alternate Director or Nominee Director

The Articles of Association (AOA) may provide rights to the Board of Directors to appoint an Additional, Alternate or Nominee Director.

  • Alternate Director is appointed by the BOD instead of a Director who shall be absent from India for a period more than 3 months. Such a person cannot be appointed in place of an Independent Director. The Alternate Director shall hold the office until return of the Director in whose place he was appointed or till the end of such Director's term

  • Additional Director is appointed can hold his post until next Annual General Meeting (AGM) is held

A Nominee Director is appointed under certain circumstances by a specific class of shareholders only. These Directors are appointed in Banks, Financial Institutions, Government etc

Process of Registration for Director Identification Number

Under section 154 of Companies Act, 2013 a person appointed as Director of a Company should have DIN mandatorily

  • First Director of the Company should apply for DIN in SPICe form only

  • Directors appointed by an existing company must file for DIN in the form DIR-3. This form is to be filed electronically.

  • In case there are any changes to be made in the form submitted, DIR-6 is to be filed
     

All the above mentioned forms are to be submitted electronically in the MCA online portal. After following the above procedure, appointments can be made. Once the appointment is complete, DIR-12 is to be filed with the Registrar of Companies within 30 days of appointment along with the necessary documents required.

Documents to be submitted to ROC

  • Consent form to act as a Director of the Company in DIR-2

  • Photograph

  • Address proof

  • Identification proof

  • Copy of resolution passed by the Shareholders

  • Letter of Appointment