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Appointment Of Director

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Required Documents

Self attested copy of PAN Card of proposed director

ID proof of proposed director- Driving License/Passport/Voter ID card

Address Proof of proposed director- Bank Statement/Electricity Bill/Telephone Bill

DIN of director, if available

DSC of proposed director

Incorporation Certificate/MOA/AOA of company

Email ID and mobile no. of director

Passport size photograph of proposed director in JPEG format (Max 100 Kb)

Resolution passed by the company for appointment

DIR-2 as consent to act as a director of the company

DIR-8 as intimation by director about his interest in other entities and disqualification u/s 164 of the Companies Act, 2013

What we will deliver

DIN (in case of a new director)

DSC (in case not available with you)

Consent of director

Submission of e-forms with ROC

A ‘Director’ is an individual who is appointed or elected to be the member of the Board of Directors, who through such Board directs, controls and manages the affairs of the company. A director along with other directors has the responsibility to determine and implement the policies for the company. Directors are said to be the brain of the company. They are the managerial personnel who control and administer the company’s operations

The authority to approve the resignation of the director lies with the members of BOD whereas the appointment is made always through the consent of the shareholders. The company is required to intimate any change in constitution of the BOD to ROC

Appointment of Directors under Companies Act 2013

Generally, in a public company or a private company subsidiary of a public company, two-thirds of the total numbers of Directors are appointed by the shareholders and the remaining one-third’s appointment is made as per Articles and failing which, shareholders shall appoint the remaining one-third. In a private company, which is not a subsidiary of a public company, the Articles can prescribe the manner of appointment of any or all the Directors. In case the Articles are silent, the Directors must be appointed by the shareholders

The Companies Act also permits the Articles to provide for the appointment of two-thirds of the Directors according to the principle of proportional representation, if so adopted by the company in question

Required Documents

Self attested copy of PAN Card of proposed director

ID proof of proposed director- Driving License/Passport/Voter ID card

Address Proof of proposed director- Bank Statement/Electricity Bill/Telephone Bill

DIN of director, if available

DSC of proposed director

Incorporation Certificate/MOA/AOA of company

Email ID and mobile no. of director

Passport size photograph of proposed director in JPEG format (Max 100 Kb)

Resolution passed by the company for appointment

DIR-2 as consent to act as a director of the company

DIR-8 as intimation by director about his interest in other entities and disqualification u/s 164 of the Companies Act, 2013

What we will deliver

DIN (in case of a new director)

DSC (in case not available with you)

Consent of director

Submission of e-forms with ROC

Frequently Asked Question

What is the minimum and maximum limit of directors in the BOD of a company?

  1. Minimum Number of directors:-
    • Public Limited Company:-          Minimum 3 Directors
    • Private Limited Company:-        Minimum 2 Directors
    • One Person Company:-               Minimum 1 Director
  2. Maximum Number of directors:-
    Maximum 15 directors may be appointed on Board of the company. However, more than 15 directors can also be appointed after passing a special resolution
  3. Atleast one of the directors so appointed shall be resident (i.e. a person who has lived at least 182 days in India during the financial year)

Can a foreign national/NRI be appointed as a director in a company?

There are no restrictions in the Companies Act on appointment of a foreign national/NRI from being appointed as director in a company

What are the different types of directors in a company?

Different types of directors in a company are as follows:-

  • Executive Director- one who devotes his whole time to the company and derives remuneration from the company in return for the same
  • Non Executive Director- One who does not dedicate his whole time in day to day affairs of the company. He only attends the Board meetings of the company and plays important role in policy formulation
  • Additional Director- director who is appointed at any time between 2 AGM of the company. Such additional director needs to be confirmed as a director in next coming AGM
  • Nominee directors- can be appointed by third party namely banker, creditor or by central government in the case of oppression or mismanagement

What are the qualifications for being appointed as a director?

Any individual can be appointed as a director of a company subject to his attaining the age of 18 years and being qualified as per the Companies Act, 2013. Following persons are not considered as qualified for appointment as director:-

  • A person of unsound mind
  • A person who is an un-discharged insolvent
  • A person who has been imprisoned for at least 6 months and 5 years has not elapsed from the date of expiry of the imprisonment

Can a person be appointed as a director in more than one company at a time and what is the maximum ceiling of directorship of an individual?

Yes, a person can be appointed as a director in more than one company at a time. The companies Act allow a person to be director in 15 companies at the same time. For the purpose of establishing the maximum number of companies, the following companies are excluded:-

  1. A “pure” private company
  2. An association not carrying on its business for profit, or one that prohibits the payment of any dividends and
  3. A company in which he or she is only appointed as an Alternate Director

Can a director of a company be a designated partner in LLP?

Yes, a person who is director in a company can simultaneously become designated partner in a LLP

Is it compulsory to appoint a Woman director in every company?

It has been made compulsory for certain classes of the company to appoint women as director. U/s 139 of the Companies Act, the woman strength in the BOD of a company should not be less than 1/3rd  in the case of following categories of companies:-

  • Listed Companies and
  • Any public company having paid up capital of Rs. 100 crore or more OR turnover of Rs. 300 crore or more

Can a body corporate be appointed as director of a company?

Only an individual can act as a director in the company. Hence, if any LLP or Company is willing to be added as a director in the company, only its representative may act as the director

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