A new director can only be appointed as per the provisions of the Memorandum of Association and Articles of Association. The person appointed must give his consent in writing as well. While appointing a new director for your company, you will need to adhere to a few procedures in accordance to the Government.
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Add a New Director
The Articles of Incorporation must provide for the addition of Directors. The person appointed must be eligible as per the relevant clauses in the Articles of Association and must give his consent to be a director in written form which the company must register with itself.
Minimum no. of Directors:
In Public Company - 3
In Private Company - 2
In One Person Company - 1
How It is done?
1. Check if the Articles (AOA) of the company supports adding an additional director. If there are no such provisions in Articles of the company then modify the Articles of the company in a way to add an additional company director.
2. Apply for DSC & DIN
3. Draft Director consent, appointment letter, disclosure, resolutions
4. File DIR -12
1. PAN Card (Resident of India) or Passport
2. Voter's ID / Passport / Driving License
3. Passport sized Photograph
4. Specimen Signature
1. Latest Bank statement / Utility Bill
2. Notarized rental agreement in English
3. No-objection certificate from the owner
4. Sale deed / Property deed (Owned property)
1. Is there any eligibility criteria for adding a new Director?
The intended individual must be a major.
He or she needs to qualify as per the laws mentioned under the Companies Act, 2013.
The Members of the Board must agree to the appointment of the proposed person.
Companies Act does not consider any educational qualification to be trained to become a Director.
2. What is a Director Identification Number (DIN)?
Director Identification Number (DIN) is an 8-digit Unique Identification Number allotted to all existing and new directors. It is a mandatory requirement and without DIN no person can become a director.
Obtaining DIN has been made mandatory as earlier people would incorporate companies such as chit fund and raise money from people and cheat people. Now Ministry keeps DIN database to map all the people who hold director position in any company.
The DIN directory contains all information regarding the directors, such as their name, PAN number and also their present address. Any change in the address or other information needs to be updated immediately.
3. If I already have DIN, Should I apply again?
No, a DIN or 'Director Identification Number' is forever allotted and can hence, be used for a continuance.
4. Can a Company continue a Foreigner or NRI being a Director?
Yes, to do so, they must have a valid Passport and a DIN. In case they do not have a DIN, they must apply for the same via the Company they wish to become a Director of.
5. Can a Company appoint Corporate Body as its 'working Director'?
As per the Companies Act, 2013, only individuals can serve as Directors of Public and Private Limited companies. Therefore, a corporate body cannot be appointed as a Director of any company in India. Therefore, if any LLP or Private Limited Company wants to serve as a Director, they must send a representative and then appoint that person as a Director.