Add/Remove director of a Company
Directors are officers of the company who are in charge of the management of the affairs of a company and make the decisions as to its operation on a day to day basis for the benefit of the shareholders. They are collectively known as Board of Directors or the Board. The Companies Act, 2013 requires that every company shall have a minimum number of 3 directors in the case of a public company, two directors in the case of a private company, and one director in the case of a One Person Company. Accordingly, directors are the trustees of the company’s money and property, and also act as agents in the transaction which they enter into on behalf of the company. Appointment and removal of the director in a company must be duly justified and approved by the shareholders of the company or Board of directors of the company, as the case may be.
A foreign national can also be appointed as a director in an Indian company, provided the individual meets the requirements prescribed for becoming a company director. The appointment and removal of a Director is regulated under the provisions of Companies Act, 2013 and the Articles of Association of the company. A company is required to file the necessary E-forms with MCA within 30 days of Appointment or removal of a Director.
Highlights of Appointment of A Director
A new Director can be added to the Board of Director by passing an ordinary resolution in an Annual General Meeting or an Extraordinary General Meeting. Ordinary resolutions can be passed by a simple majority.
It is compulsory for any Individual who is to be appointed as a Director for the first time to obtain Director Identification Number (DIN) allotted by the ministry of Corporate affairs after filing necessary documents.
An individual to qualify as a Director must be at least 18 years old and must give consent to serve as a director. A foreign National can also be appointed as a Director of an Indian Company.
Highlights of Removal of A Director
A Company can remove a Director by passing an ordinary resolution in an Annual General Meeting or an Extraordinary General Meeting. Ordinary resolutions can be passed by a simple majority.
A casual vacancy caused by the removal of a director from a Private Limited Company having only two directors must be filled by the appointment of new director within 6 months from the date of resignation of previous director.
Every company shall keep at its registered office a register of its directors and key managerial personnel and shall make necessary entries in accordance with the provisions of Companies Act, 2013.
Procedure For Appointment Of Director
1DSC: Acquiring Digital Signature Certificate
2 DIN: Obtainin Director Ientification Number
3 DOCUMENT PREPARATION:Preparing all required documents pertiaing to the appointment of the director
4BOARD MEETING: Hold Board meeting and pass a resolution for appointment of director
5FILING: File the relevant E-form with the Registrar of companies within 30 days of appointment of Director.
Procedure For Removal Of Director
1SPECIAL NOTICE: A Special notice of the intension to move a resolution for the removal of director should be furnished by a member and same be sent to the director proposed to be removed.
2 BOARD MEETING: Hold Board meeting and pass a resolution to call for a general meeting.
3 ISSUE NOTICE: Issue notice of general meeting informing about the special notice and proposing the ordinary resolution for removal of director.
4 GENERAL MEETING: Hold and convene a General meeting and pass the Ordinary resolution for the removal of director.
5 FILING: File E-FORM 12 with Registrar of companies within 30 days of passing the resolution.
Documents Required For Appointment of Director
Pan Card is mandatory in case the Director is Indian, However, in the case of a foreign National or NRI, a scanned copy of Passport is needed.
Four passport size Photographs of the proposed Directors/shareholders.
Address Proof (Bank Statement or Passbook, electricity bill, telephone bill, or any utility bill). The document must not be older than 2 months.
Scanned copy of Voter’s ID/Passport/Driver’s License
