Add Remove Directors

Overview of Add Remove Directors

Appointment of Director
Pursuant to section 2(34) director” means a director appointed to the Board of a company. There is a requirement of appointing a minimum number of 3 directors in a public company, 2 in a private company, and 1 in OPC.

Resignation of Director
A director may resign from his office by giving a notice in writing to the company and the Board shall on receipt of such notice take note of the same and the company shall intimate the Registrar in form DIR-12 within 30 days from the date of receipt of notice of resignation from a director.

Director may also forward a copy of his resignation along with detailed reasons for the resignation to the Registrar within thirty days of resignation in form DIR-11.

Eligibility to be Appointed as Director

A Person holding an approved Director Identification Number (DIN) is eligible to appoint as director of a company, if the concerned person did not adhere to any disqualification under section 164 of the companies Act, 2013.

(1) A person shall not be eligible for appointment as a director of a company, if —

(a) he is of unsound mind and stands so declared by a competent court;

(b) he is an undischarged insolvent;

(c) he has applied to be adjudicated as an insolvent and his application is pending;

(d) he has been convicted by a court of any offense, whether involving moral turpitude or otherwise, and sentenced in respect thereof to imprisonment for not less than six months and a period of five years has not elapsed from the date of expiry of the sentence:

Provided that if a person has been convicted of any offense and sentenced in respect thereof to imprisonment for a period of seven years or more, he shall not be eligible to be appointed as a director in any company;

(e) an order disqualifying him for appointment as a director has been passed by a court or Tribunal and the order is in force;

(f) he has not paid any calls in respect of any shares of the company held by him, whether alone or jointly with others, and six months have elapsed from the last day fixed for the payment of the call;

(g) he has been convicted of the offense of dealing with related party transactions under section 188 at any time during the last preceding five years; or

(h) he has not complied with subsection (3) of section 152.

(i) he has not complied with the provisions of sub-section (1) of section 165.

Types of Directors

• First director
• Executive Director
• Managing directors
• Whole-time directors 
• Non- Executive directors 
• Professional directors
• Nominee directors 
• Retiring director 
• Rotational directors
• Independent director
• Woman director
• Additional director
• Alternate director
• Directors by small shareholders

Procedure for Add Remove Directors

For Appointment: 
A board meeting is required to call to appoint a director in the company. A person gave his consent in DIR-2 and also gave notice of his interest under section 184(1) before appointment as director. After the approval of the board of directors, the person is appointed by the director of the company. Form DIR-12 is filed with the Ministry of Corporate Affairs for intimation of the appointment of a director within 30 days of appointment.

For Resignation:
The company called a board meeting and accepted the resignation of the director and intimated the same to the Registrar.

Documents Required

• CTC of Board Resolution
• Consent of proposed director in DIR-2
• Notice of Interest in MBP-1
• Intimation of disqualification in DIR-8
• Notice of resignation
• Evidence of cessation

Consequences of late filing Form DIR-12