The appointment of the director of the company can be done at the time of its formation and even afterward as well. However, the directors can resign or be removed as well during any point in time once the incorporation is done. But such actions must be able to seek approval through the company’s members/ existing directors and this is strictly according to the Companies Act, 2006, AOA( Articles of Association) along with any of the agreement of shareholders or agreement of directors service.
The first & foremost step of adding the director is to receive the consent letter from other company’s directors within DIR-2 apart from ID as well as address proof. Also, other forms like interest disclosure within MB-1 DIR-8 declaration need to be collected from the proposed directors.
The next is to assess AOA( Articles of Association) to understand the procedure to add a director whether the appointment of the director could be done through shareholders' meetings or whether AOA renders an option to the board to appoint a director who could be affirmed within the next of the general meeting.
The company’s director could be appointed by shareholders. After that director is required to conduct a meeting of shareholders, dependent upon timing.
In another scenario, the company’s director could be appointed through a board meeting or through passing circulation once a resolution is done.
Once a resolution has been passed, there will be assigning of appointment letter for the confirmation of the director along with Form DIR-12 filing which needs to be done within 1 month of the resolution.
The process of adding a director to the company is stepwise. Here are the steps:
Checking if the articles of association(AOA) support the addition of a director or not. In case of no mention of this provision within the articles of association, then there is a need to modify the articles in such a way that it renders permission to add a director to the company
The proposed director must be in the position to render consent for acting as the director through the director appointment form
The company must pass a board resolution for appointing directors within company law
Seek both DSC( Digital Signature Registration) & DIN( director identification no) for appointing a new director
Collection of basic documentation as well as the information that is needed for this specific procedure along with seeking forms DIR-2, Form DIR-12 along Form DIR-8 towards ROC completed
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