Appointment of Director

Director of a company holds an important position in a company. According to section 149(1) of Companies Act, 2013 Every company should have a board of directors comprised of individuals acting as directors of the company. The Act has the norms for the minimum and the maximum numbers of Directors to be appointed in a company.

Minimum No. of Directors:

  • In the case of Public Company, the minimum is Three.
  • In the case of Private Company, the minimum is Two.
  • In the case of One Person Company, the minimum is One

The Maximum number of Directors is restricted to Fifteen and if the company needs to appoint more than 15 directors, a Special resolution required to be passed in General Meeting.

Procedure for Appointment of Directors

1.     The Article of Association (AOA) must be checked in prior to knowing whether there is authority for the board of directors to appoint additional directors if not the AOA    must be altered accordingly.
2.     The Consent letter must be obtained from the Additional Director to be appointed
3.     The Additional Director to be appointed must have Director Identification number (DIN), if not it should be taken.
4.     Call for a Board Meeting and approve the appointment of Additional director must be done and Resolution must be passed.
5.     Issue Letter of Appointment of the Additional Director
6.     E- Form DIR-12 must be filed along with the Documents of

  • Resolution Passed
  • Consent letter
  • Letter of Appointment

7.     E- Form MGT-14 must be filed for the disclosure of interest.

Documents Required

  • Consent in writing to act as Director in Form DIR-2 pursuant to Rule-8 of Companies (Appointment & Qualification of Director) Rules, 2014
  • Intimation by Director in form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he/ she is not disqualified u/s 164(2) of Companies Act, 2014
  • Disclosure of Interest in Form MBP-1 pursuant to Section 184(1) read with Rule 9(1) of Companies (Meetings of Board and its Powers) Rules, 2014. {One thing should be noted MBP-1 should not be dated earlier than the date of his/her appointment as Director}

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