Section 149 and 152 of the Companies Act, 2013 along with allied rules governs the procedure of appointment of Director in a Private Limited or Public Limited Company. Let us first understand the various nature or kinds of appointment of Directors recognised under Companies Act, 2013.
Nature of Appointment of Directors
- First directors – the subscribers to the memorandum who are individuals shall be deemed to be the first directors of the company, where no provision is made in the articles.
- Director appointed by the Board – Director appointed by the board shall be an additional director who shall hold office till the ensuing AGM.
- Director appointed by the shareholders – The director is appointed after the shareholders passes the resolution at the duly convened extra ordinary general meeting or annual general meeting.
- Additional Director – A person could be appointed as an additional director by the directors and can occupy his post until next Annual General Meeting. In absence of the AGM, such term would conclude on the date on which such AGM should have been held.
Procedure for appointment of director by the Board:
Step 1: Check AOA of the company comprehends the power to appoint Additional Director if not Articles needs to be amended to insert the required provision.
Step 2: Identify persons to be appointed as directors and ensure that he Is not disqualified to be appointed and has not failed to get appointed as director in a General Meeting.
Step 3: Check whether such individual have DIN, otherwise apply in DIR-3 and declaration is form DIR-8 and consent in Form DIR-2.
Step 4: Send notice for calling Board Meeting (at least 7 days gap required unless meeting conducted in shorter notice.)
Step 5: Pass the board resolution for appointment of Additional Director and file form DIR-12 within 30 days with ROC. (Attachments- Board resolution, DIR-2, MBP-1)
Documents to be deposited by such individual to the company.
- DIR-2 – Consent to act as a Director of a Company
- DIR-8- Intimation by Director to the effect that he/she is not disqualified.
- MBP-1 – Disclosure of Interest in other entities.
- File eForm DIR-12 to Registrar of Companies within 30 days from passing Board Resolution.
Requirement for DIR-3 – Aadhar card, PAN card, Photograph, Occupation, Mobile Number, DSC and email-id.
Below are the drafts for easy reference.
|Sr. No.||Particulars||To be printed on||To be signed by|
|1||DIR-2- Consent to act as a director of a Company||Plain white paper||New directors|
|2||DIR-8||Plain white paper||New directors|
|3||MBP-1||Plain white paper||New directors|
|4||Notice of board meeting||On the letterhead of the Company||Existing directors|
|5||Resolution||On the letterhead of the Company||Existing directors|
|6||Confirmation of Appointment||On the letterhead of the Company||Existing director|
|7||Minutes||Green leger minutes paper||Chairman|
Team Lawgical Startup would be to assist you or share our knowledge in any instances of appointment of directors under Companies Act, 2013. Feel free to reach out to us.