How to Add a Director to a Company

How to Add a Director to a Company

A person chosen by the shareholders to oversee the company's operations by the MOA and AOA is known as a director. 

The firm can only act through the agency of a natural person because it is an artificial person. 

As a result, a director must be a living individual, and the company's Board of Directors is in charge of running it. 

Depending on the demands of the company's shareholders, the appointment of Directors may occasionally be necessary.

The Directors of a Private Limited Company are extremely important to its operation. 

The Directors are in charge of making daily decisions and managing the firm. 

The company's shareholders depend on the main individuals to manage their investments, the directors. 

This article will go through how a corporation in India may lawfully replace directors and appoint new ones.

Getting the approval of the proposed directors is the first step: Form DIR-2 states that the proposed director must consent to serve as a director; this is a very important document, and the corporation must get it before submitting the proposed director's name to the company's board of directors.

If they don't already have digital signatures, proposed directors for the company are required to get them (DSCs). The moment to submit a DSC application is right now.

Obtain the Director Identification Number (DIN): The Company should apply for the Proposed Director's DIN on their behalf if they do not already have one. 

This resolution must be related to the form DIR3. This previously assigned DIN remains in effect forever. 

Anyone older than 18 can apply for a DIN. Furthermore, it is irrelevant from where nation the proposal originates. 

Anyone can apply for a DIN and be appointed as a director of a private business, regardless of whether they are an Indian native, an Indian non-resident, or a foreign national.

The organization must obtain all KYC paperwork and documentation of the necessary academic credentials to fill the position. 

There are no educational requirements in India to hold the position of Director in a firm.

An owner of a Private Limited Company is a director.

A director is a person appointed to a company's board of directors, according to the Companies Act of 2013. 

A team chosen by the shareholders of a corporation to oversee its operations is known as the Board of Directors. 

A company is a legally established artificial person; as such, it can only carry out its functions when assisted by natural persons. 

The company's choices are primarily the responsibility of the directors, who are the only ones who can act on their behalf. It is up to the Board of Directors to keep an eye on how a firm is run.

The other definitions state that a director is a person who oversees, manages, or directs anything. 

A director is a person who directs, coordinates or manages. He is a person who is appointed or elected by the law and is qualified to manage and supervise the operations of the Company. 

He is a person who the shareholders of a firm choose to direct the company's policies.

How to add a director to an existing company

Notice of the Company's Extraordinary General Meeting must be delivered to each shareholder of the Company by the provisions of the Companies Act, 2013, 

the rules made thereunder, and the Secretarial Standards established by the Institute of Company Secretaries of India. The Director is elected by the Company's General Meeting (ICSI).

Issue an Appointment Letter

Now, send a letter of appointment to the Company's Director, including the terms and conditions of the appointment as well as the compensation to be paid to the Director.

Form DIR-12 should be submitted to ROC.

Once all of the preceding stages have been completed, the Company should file Form DIR-12 with ROC within 30 days of the Director's appointment date. 

It is always better to file Form DIR-12 on the next day of the appointment to prevent late filing and additional fees.

Making Required Entries in the Register of Directors The company should make required entries in the Register of Directors and Key Management Personnel.

Submit the Required Amendment Application to GST and Tax Authorities Other regulatory bodies

The Company is required to apply for Changes in Directors Details in GSTN and Other Certificates, as applicable.

Many corporate directors type

Director and executive

A managing director may become a director by the business's articles of incorporation, a contract with the company, a resolution passed at a public meeting, or the board of directors. 

The board of directors is given extensive authority to manage the business of the corporation.

Director or Executive Director, full-time

A full-time employee of the business is referred to as an executive director or whole director.

Frequently Selected Director

A simple director attends and participates in the matters that are brought before the Board of Directors. These are managers or directors who work part-time.

A second director

A person who the Board of Directors appoints in between the two annual general meetings is considered an additional director, provided that they comply with the provisions of the company's articles of association. 

The new directors should only serve until the company's upcoming annual general meeting. 

However, the total number of directors and additional directors for a corporation must be, at most, the maximum number of directors outlined in the Articles of Association for the Board of Directors.

When an original director is absent for a period of at least three months, the Board of Directors in the general meeting fills in for him.

Professional Director

 A professional Director has credentials but no financial stake in the business. 

Sometimes, these experienced Directors are brought on board to provide their knowledge of the operation of the business.

candidate director

The appointment of their representative to the Board of the concerned company is typically a requirement of equity assistance from banks and private equity investors. 

The Nominee Director is the name given to these nominees.

In the context of a Person Company, a nominee director is a person named by the company's only director to manage OPC affairs in the event of the director's passing or incapacitation.

Maximum and minimum directors for a private limited company

A corporate body of the business entity cannot be named as a director by a private limited corporation. 

Consequently, a firm may only name one director. A Private Limited corporation may have up to fifteen directors, and more directors may be added by passing a special resolution.

How many minimum directors are allowed for the following?

A private limited company may have two directors or more.

Limited Company: Three directors are required.

One-person business—at least one director.

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Residency requirements for private limited company directors

According to the Companies Act 2013, no restriction forbids the appointment of any person who is a foreigner or NRI as the Company's Director. 

Every firm must have at least one director who has spent a minimum of 108 days in India throughout the course of the previous calendar year, according to Section 149(3).

Hence the below two points are covered in the above blog.

how to add a director to an existing company

how to add a director to PVT ltd company

FAQs

  • Who is a director of a company?

A director is someone who is elected or appointed to handle the operations and affairs of a corporation. A minimum of one director is required for every registered firm. The Companies Register records which your directors are and crucial information about them.

  • How to add a director to an existing company?

To add a new director to a company, the firm must submit a copy of the resolution, along with forms DIR-12, DIR-2, and DIR-8, to the registrar of companies (ROC) or the ministry of corporate affairs (MCA) within 30 days of passing the resolution.

  • How to add a director to PVT ltd company?

The first step is to secure the approval of the potential directors: The proposed director's permission is required, according to Form DIR-2, and the corporation is required to receive the Form DIR-2 before submitting him to the Board of Directors.

  • What is form DIR 12?

Once all of the preceding stages have been completed, the Company should file Form DIR-12 with ROC within 30 days of the Director's appointment date. It is always better to file Form DIR-12 on the next day of the appointment to prevent late filing and additional fees.

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