The appointment of directors can be initiated for internal management and to make better business decisions for the company. As per statutory requirement, one person company should have a minimum of one director, a private Limited should have a minimum of two directors and the public limited company should have a minimum of three directors which may extend to a maximum of 15 directors. A company may appoint more than 15 directors after passing a special resolution.
The appointment of additional director can be done by passing a board resolution and filing Form DIR 12 within 30 days from the date of such appointment. The additional director need not be a shareholder of the company. Notably, the appointment of an additional director can happen only if the articles of association allow the appointment of a new director on the board. As per the Companies Act, the additional director has all the powers and duties similar to those of the other directors on Board.
The additional director holds office up to the next annual general meeting or the last date on which the annual general meeting was scheduled to be held, whichever is earlier. Further, the additional director can be regularised by re-appointment as a director at the annual general meeting of the Company. If the person is rejected by the board, then he or she cannot be appointed again for the position of additional director.
A person can be appointed as full-fledged Director of the Company by the approval of the shareholders in their General Meeting through passing an Ordinary Resolution in this regard. For the appointment of a person as an Independent Director, approval of the shareholders shall be required through passing a Special Resolution along with its explanatory Statement. In both the cases, an intimation with respect to such appointment shall be made to the Registrar of Companies (ROC) within 30 days by filing e-form DIR-12.
Increase in director will increase the decision-making power as more ideas will be introduced.
The Directors take decisions on behalf of the company and are appointed in the Company with the motive to bring in innovative ideas for development.
Arrange and provide list of documents as per the checklist shared.
The Board resolution is required to be passed for the appointment.
Form DIR 12 for an appointment within 30 days of passing resolution is required to be filed.
Issue letter of appointment
An individual appointed to manage and take business decisions of the company is known as director and group of directors collectively form the Board of Directors.
No, a company cannot become a Director of the Company.
A Company can appoint a maximum of 15 directors which can further be increased by passing a special resolution.
No, DIN is a mandatory requirement to become a director.
No, a Director cannot hold two DIN at the same time and will be required to surrender one of the two.
There is no specific educational qualification required for the appointment of an additional director. The person chosen for additional director should be above the age of 18 years and must have a valid DIN number.
The additional director may not necessarily be the shareholder of the company, but if the articles of association require some qualification shares to become a director, then it is necessary for the director to hold a certain number of shares.
In case of any infringement of duty or law, by way of the majority of shareholders, the additional director can be removed from the Board of directors. The removal process should be in compliance with the Companies Act.
Pursuant to the provisions of Section 161 of the Companies Act, 2013 and other applicable provisions together with the Rules framed thereunder, the Board of Directors have the power to appoint only an additional director who shall hold the office upto the ensuing Annual General Meeting subsequent to his appointment.
However, a person can be appointed as full-fledged Director of the Company by the approval of the shareholders in their General Meeting through passing an Ordinary Resolution in this regard.
For the appointment of a person as an Independent Director, approval of the shareholders shall be required through passing a Special Resolution along with its explanatory Statement. In both the cases, an intimation with respect to such appointment shall be made to the Registrar of Companies (ROC) within 30 days by filing e-form DIR-12.
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Founder at Addensure Media LLP
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Founder Onmytap - NETWORK FOR PROFESSIONAL GROWTH
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Co-founder, Executive - Brightsandz Clean Tech Pvt Ltd