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Jan 13
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Posted by:MyEfilings
How to appoint new Director in Private Limited Company

Appointment of Director or Addition of Director in a Private Limited Company can be done in meeting of Board of Directors of the Company (Board Meeting) or meeting of the Shareholders of the Company (Annual General Meeting or Extraordinary General Meeting) of the Company.

Section 161 of Companies Act, 2013 deals with the appointment of Director by the Board of Directors of the Company while Section 152 of the Companies Act, 2013 deals with appointment of Director in Annual General Meeting / Extraordinary General Meeting of the Company.

In this article we have discussed the process of appointment of Director in company and explained about the documents required for appointment of Director in Company.

Appointment of Director under section 161 of Companies Act, 2013

As per section 161 of the Companies Act, 2013 the Board of directors of the company has the power to appoint additional director on the Board of the Company unless it is provided otherwise in its Articles of Association of the Company.

The Additional Director(s) so appointed shall hold office until the conclusion of next Annual General Meeting.

The following documents are required for Appointment of Additional Director

  1. Copy of Board Resolution approving appointment of Additional Director
  2. Letter of Appointment
  3. Form DIR-2 (Consent to Act as Director) duly signed by the incoming Director
  4. Identity and Residence Proofs of incoming Director
  5. DIR-8 and MBP-1 under section 164 and 184 of the Companies Act,2013

Remember, that the incoming Director must have valid Director’s Identification Number (DIN).

The Director/s appointed by the Board of Directors under Section 161 shall hold office until the conclusion of Annual General Meeting (AGM) of Financial Year. This means that at the Annual General Meeting of the Company, the Shareholders need to approve the appointment of Director.

The following Documents will be required for regularization of Additional Director/s-

  1. Notice of Annual General Meeting / Extraordinary General Meeting.
  2. Shorter Consent received from the members of the company if the Annual General Meeting /Extraordinary General Meeting is held at a shorter notice.
  3. Shareholders Resolution
  4. Form DIR-2 (Consent to Act as Director)
  5. DIR-8 and MBP-1 under section 164 and 184 of the Companies Act, 2013.

The Company is required to file form DIR-12 with Respective ROC within 30 days from the date of passing of resolution.

Delay in filing form will attract additional fees which may vary from 2 times to 12 times of normal filing fees.

Appointment of Director under section 152 of Companies Act, 2013:-

The Company can appoint Director under section 149 read with section 152 of the Companies Act,2013 by passing of Shareholders Resolution in the Annual General Meeting / Extraordinary General Meeting.

The following Documents will be required for appointment of Director/s-

  1. Notice of Annual General Meeting / Extraordinary General Meeting along with explanatory statement
  2. Shorter Consent received from the members of the company if the Annual General Meeting / Extraordinary General Meeting is held a shorter notice.
  3. Copy of shareholders Resolution
  4. DIR-8 and MBP-1 under section 164 and 184 of the Companies Act,2013
  5. Letter of Appointment
  6. Form DIR-2 (Consent to Act as Director)
  7. Identity and Residence Proofs of Director

The Company is required to file form DIR-12 with Respective ROC within 30 days from the date of passing of resolution. Delay in filing form will attract additional fees which may vary from 2 times to 12 times of normal filing fees.

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