Add/Remove Director of Company

Q. WHO IS A DIRECTOR?
  • A director is an individual who directs, controls or manages the affairs of the Company. A director is a person who is appointed to perform the duties and functions of a company in accordance with the provisions of The Companies Act, 2013.
FOLLOWING IS THE PROCESS TO APPOINT DIRECTOR OF A COMPANY:
  • Apply for DSC
    • The first step involved is being obtaining of Digital Signature Certificate(DSC) for which following documents are required:
      1. A DSC Form is required to be filled
      2. Aadhar Card
      3. Pan Card
      4. Photo
      5. Email id
      6. Phone number
  • Apply for DIN
    • With effect from January 2018, DIN can be applied within SPICe form up to a maximum of 3 directors.
  • Process of appointing director of a company along with required documents:
    • Notice of Annual General Meeting / Extraordinary General Meeting along with explanatory statement.
    • Certified copy of shareholders resolution
    • Consent of the person to be appointed as director of the company is required to be obtained in form DIR-2, along with identity and address proof of director.
    • Letter of Appointment
    • Obtain DIR-8 stating that the director has not attracted any of the disqualification mentioned under section 164(2) of the companies Act, 2013 and MBP-1 disclosing his interest or concern in any company, companies, Firm, Body corporate, Association of Persons.
    • Form DIR-12 is required to be filed with MCA along with above mentioned documents within 30 days from the appointment of the said director.
POSSIBLE SCENARIOS FOR REMOVAL OF DIRECTOR OF A PRIVATE LIMITED COMPANY
  • BY WAY OF RESIGNATION
  • SUO-MOTO REMOVAL BY THE BOARD
  • IF DIRECTOR DOES NOT ATTEND THREE BOARD MEETINGS IN A ROW
  • Where the Director himself gives his resignation

    • The company is required to hold a board meeting by giving notice to all its directors.
    • In the meeting the board will pass resolution whether to accept to reject the resignation of the director.
    • Once the resolution is passed in the meeting, form DIR–11 needs to be filed by the outgoing director along with the copy of Board Resolution, Proof of delivery of the resignation letter and copy of the resignation letter.
    • Form DIR–12 needs to be filed by the company along with the Resignation letter and the Board Resolution.
    • After filing all the forms, the name of the director will be removed from the master data of the Company on the Ministry of Corporate Affairs website.
  • To remove a Director suo-moto by the Board
    • A Company also has the authority to remove a Director by passing an Ordinary Resolution, given the Director was not appointed by the Central Government or the Tribunal.
    • The company is required to hold a board meeting by giving notice. A special notice will be issued to the directors informing them about the removal of the director.
    • In the Board meeting the board will pass resolution to call EGM along with the resolution to remove the director, subject to the approval of shareholders.
    • In the general meeting the members will pass an ordinary resolution by voting on the matter of removal of director.
    • Before the passing of the resolution, an opportunity of being heard will be given to the director proposed to be removed.
    • Once the resolution is passed in the meeting, form DIR–11 needs to be filed by the outgoing director along with the copy of Board Resolution, Proof of delivery of the resignation letter and copy of the resignation letter.
    • Form DIR–12 needs to be filed by the company along with the Resignation letter and the Board Resolution.
    • After filing all the forms, the name of the director will be removed from the master data of the Company on the Ministry of Corporate Affairs website.
  • In case a Director does not attend three Board Meetings in a row
    • As per section 167 of the Companies Act, 2013 if a Director does not attend a Board Meeting for 12 months, starting from the day on which he was absent at the first board meeting even after giving due notice for all the meetings, it will be deemed that he has vacated the office and a Form DIR–12 will be filed on his name and his name will be removed from the Ministry of Corporate Affairs.
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