Add an Additional Director
Though the reasons for appointing a new director to the Board of Directors could be diverse, this task must be completed in accordance with the AOA of the concerned company, relevant provisions and rules of the Companies Act of 2013, and any service agreement available. The sections ranging from 160-162 of the new Indian Companies Act of 2013 offer necessary provisions for adding an additional director to the Board of Directors by a company. These sections corresponded to the sections 252 to 260 of the earlier Indian Companies Act, 1956. Hence, appointment of a new director to the Board of Directors as an additional director must be duly supported with proper documentation, prescribed processes, and proper intimation regarding the same to the concerned ROC within the prescribed timelines. The section below, gives exclusive information separately regarding how to appoint a new or additional director to an existing company, to help interested people and companies located in India.
Here, it may just be noted that, according to the Companies Act of 2013, the minimum number of directors in the private and public limited companies must be Two and Three respectively. Again, in general, the maximum permissible number of directors in a company in India has been limited to 15. These facts are essentially to be considered while thinking of making any change in the Board or Directors of a company. An NRI or a foreign national can also be a director in any company located in India.
How to Appoint a New or Additional Director to an Existing Company - Procedure to Appoint an Additional Director
The requirements and procedure to appoint an additional director to a private or public limited company cover the following main things:
- The Articles of Association (AOA) of the concerned company must contain a provision/clause in connection with appointment of new or additional directors, when need be. In case, such a provision be not present in the AOA, it must be inserted first.
- The company must have cogent reasons for appointing or adding a new director to its Board of Directors (BD).
- For becoming eligible to be appointed as a director, a person must be 18 or above in age, he/she should have valid DIN and DSC, possess necessary qualifications and capabilities for becoming a director of a company, and has not been convicted under any existing Indian laws, etc.
- A proper resolution for appointing and adding a new director to the BD, must be passed in the Board Meeting as well in the Annual/Extraordinary General Meeting of the company.
- Then, the company must submit a copy of the resolution, along with the Form DIR-12, Form DIR-2, and Form DIR-8, within Thirty days from the date of passing the resolution to the concerned ROC/MCA. The Form MBP-1 and Form MGT-14, are also to be submitted by the company within 30 days of the passing board resolution.
- Lastly, the concerned company needs to make necessary changing or entries in the Register of Directors, prescribed to be maintained by the company as per the section 170 of the Companies Act, 2013.