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The Board of Directors of a Company can appoint a new Director to the Board, if authorised by the articles of the company. The new director need not be a shareholder in the company.
A director appointed by the Board of Directors of the Company is called as ‘Additional Director’ as per Companies Act. Even though the Director is called as ‘Additional Director’, the director so appointed by the Board has all the powers and duties as any other Director of the Board.
Being the shareholders are the ultimate decision-making authority in a Company, the additional director’s appointment is subject to approval / regularization by the General Meeting. An ‘Additional Director’ shall hold office up to the next Annual General Meeting or the last date on which the Annual General Meeting should have been held, whichever is earlier.
The process of passing required resolutions for appointment of an Additional Director as a Director of the Company at the General Meeting is generally referred as ‘Regularisation of Additional Director’
In case the General Meeting of the Company do not take up the matter for approval or fails to pass required resolution for appointment of such additional as Director of the Company, such Additional Director appointed by the Board automatically vacates the office of Directorship.
In case the proposal of appointment is rejected by the General Meeting, the same person cannot be appointed again as an additional Director by the Board of Directors.
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Director Appointment Board New DIN - Requirements
Obtain Digital Signature Certificate
Obtain Director identification Number (DIN)
Board Meeting for Appointment of Additional Director
Compliance Filings with Registrar of Companies
Obtain Digital Signature Certificate (DSC) for new Director
As a first step for appointment of a Director in a Company, the appointee must have a valid DIN allotted by the Ministry of Corporate Affairs. At present, application for allotment of DIN can be submitted to MCA only through the company where he/she is proposed to be appointed. The Application for DIN is required to be countersigned by a Director of the Company and a copy of resolution approving the proposal of appointment is also to be submitted. To apply for a DIN, the applicant should also have a Digital Signature Certificate (DSC).
Board Meeting for Approval of Proposal of Appointment
In case the proposed Director does not have a DIN, a Board meeting shall be convened to approve the proposal of appointment and making an application to MCA for allotment of DIN for the proposed Director. This meeting is not required in case the appointee already holds a DIN.
Application for DIN
An application in Form DIR-3 to be filed with MCA with ID Proof & Address proof the appointee duly digitally signed by the applicant and a director of the company in which the applicant is intended to be appointed as director
Consent & Declaration from proposed Director
Before the appointment, the Board shall obtain a Consent in Form DIR-2 and a Declaration in DIR-8 from the proposed Director.
Board Meeting for Approval of Appointment of Director
Once the appointee Director has obtained a DIN, another board meeting is required to be convened for approval of appointment of proposed Director. In the meeting, required resolutions to be passed for appointment of proposed Director as an Additional Director of the Company.
Filing of Returns with ROC
After the Board meeting, a Return of Appointment of Directorship (Form DIR-12) is required to be filed with Registrar within 30 days of appointment with copy of Board Resolution along with Consent and Declaration. In case of Companies other than OPC and Small Company, the return is also to be certified by a Company Secretary/Chartered Accountant/Cost Accountant. The Form is also Once the Form DIR-12 is filed with ROC, the details of new director shall be update with MCA portal against respective Company.
Documents Required
To apply for DIN / DSC
- PAN (Mandatory for Indian Nationals)
- Aadhaar (Mandatory, if the applicant has Aadhaar)
- Passport (Mandatory, if the applicant has passport)
- Board Resolution for proposal of appointment
- Latest Address proof such as Phone / Utility Bills / Bank Statement
For Filing with ROC
- Board Resolution
- Consent to Act as Director
- Declaration by Director
- Letter of Appointment
Director Identification Number (DIN)
The proposed Director must have a valid DIN at the time of appointment as Director.
Eligibility of Appointee
The Director designate should not be disqualified a per Section 161(4) of the Companies Act
Digital Signature Certificate (DSC)
The director designate must have a valid Digital Signature Certificate (DSC) issued by the Certifying authority in India to apply for a DIN.
Board Meeting
A meeting of Board of Directors of the company is required to be convened for passing necessary resolution appointment of Director
Filings with MCA
After the Board meeting, e-Form DIR-12 is required to be filed with MCA portal. After filing the e-Form,the details of new Director will be updated with MCA.
