As Members are the owner of the Company likewise the Directors are regarded as the brain of the company who oversees all the managerial work and administers the company’s operations. The Change of Director can take place either by an appointment of new director or through resignation of existing. one.
The appointment of an additional director is done through the consent of the Board of Directors and regularized by the Members of the Company in the next AGM. To bring the change into effect i.e. appointment, an intimation is to be made on the Ministry of corporate affairs Portal by filing certain forms within the due time period.
Legal Window can help you with the appointment of the Director of the Company just by following certain steps by providing the best assistance, timely delivery and guaranteeing the highest customer satisfaction You may get in touch with our team on 072407-51000 or email firstname.lastname@example.org .
What is the Need to Hire a New Director
Minimum Number of Director
Minimum Requirements for Appointment of a Director
Note:- In case of NRI or Foreign National documents of Directors and Subscribers must be notarized or apostilled.
Process of Change in the Director of the Company
1. Complete the Application Form
You are requested to first fill the simple questionnaire provided by our expert team which will enable us to know the case of change in the Director of the Company.
2. Document Processing
At the second step you will be required to produce the documents in accordance with the questionnaire filled based upon which case will be dealt so that we can arrange them as per the requirement and for further processing. We will apply for the DIN Number of the director in case, he does not have any
3. Drafting of Board Resolution and Filing the same with ROC
After arranging the documents we will begin with the drafting of Board Resolution (if not passed ) for change in the Board of Directors along with the requisite documents and the same shall be filled in an e-form DIR-12 on the Portal of Ministry of Corporate Affairs thereby informing the ROC about the appointment of director in the Company.
4. Approval from the Ministry of Corporate Affairs
Lastly, after the approval of an e-form is received from the ROC which will be provided through e-mail which signifies that the respective changes have been to the Board of Directors of the Company.
What All You Get
Various Types of Directors
There are various types of directors and various compliance requirements for appointing each one of them. Let us discuss the type of director and their compliance.
1. Appointment of Additional Director
The additional director is appointed U/s 161(1) of the Companies Act, 2013. The board of directors can appoint additional directors, by conducting a Board Meeting if authorised under Articles of the Company. An additional director can hold office only upto the date of next annual and should be regularized in AGM.
2. Appointment of Alternate Director
The alternate director is appointed U/s 161(2) in case the earlier appointed director is absent for a period of minimum 3 months from India. He shall hold the office until the tenure of original director and shall vacate if original director returns to India. Alternate director can be appointed by the board if authorized by the Articles.
3. Appointment of Directors in case of casual vacancy
If any vacancy has been caused due to death of any director or resignation of any director, the Board of Directors can appoint a new director to fill such vacancy. The directors under casual vacancy are governed by Section 161(4) of the Act.
4. Appointment of Women Director
Every listed company and public companies having paid up capital of Rs. 100 crores or turnover of Rs. 300 crore or more are required to mandatorily appoint at least one Woman Director in the Company.
5. Appointment of Independent Director
Every listed company shall have at least 1/3 of the total number of Board of Directors as Independent Directors and every public company to have minimum 2 independent directors who fulfill any of the criteria
. Paid up share capital of Rs. 10 crores or more
. Turnover of Rs. 100 crores or more
. Aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores
FAQ's on Appointment of Director
DIN or Director Identification Number is unique 8 digit number allotted to any individual who intends to be director in any company. It can be obtained by filing the respective form. Our team will help you out in procuring DIN.
A board resolution passed from the company where the appointment is being made, Proof of Identity and Address and Photograph is required for obtaining DIN.
No, it is a one-time task so a case of more than one DIN doesn’t apply.
Yes, an NRI or Foreign National can be appointed as a Director in the Company. However the documents of the such person must be notarized or appostilled.
There are various reasons why the director has to be appointed in a company. The directors can be appointed with the approval of Board members or shareholder as applicable.
Form DIR-12 is required to be filed with Ministry of Corporate Affairs.
Form DIR-12 has to be filed within 30 days of the change in the directorship or appointment of director.
The penalties/ late fees depends on the number of days of delay in filing the form. AS prescribed under the Act the penalties are levied as under :
|Period of delays||Penalty|
|Up to 30 days||2 times of normal fees|
|More than 30 days and up to 60 days||4 times of normal fees|
|More than 60 days and up to 90 days||6 times of normal fees|
|More than 90 days and up to 180 days||10 times of normal fees|
|More than 180 days||12 times of normal fees|
Class II Digital Signature Certificate also known as DSC is a digital electronic certificate to represent one’s identity. required for any individual to file any e-form with Ministry of Corporate Affairs or any other govt site. You need not worry about DSC, our team will arrange the same for you.
In case any individual has DIN number allotted, then he has to file DIR-3 KYC in the form or through e-portal in order to verify the KYC details such as personal details, address, mobile no or email id. The KYC has to be done each year whether you have DIN or not.