Appointment and Resignation of Directors - Overview
The procedure of appointment or resignation of Director or replacement of directors of the company takes place in two ways – either by the withdrawal of the present or by choosing the new director.
Eligibility Criteria to be a Director
Age Demarcation
Determination of Nationality
DIN Needed
Limit of Valid directorship
Ineligibility
Unsound mind or bankrupt person
Criminal background
Pending overdue returns
Classes of Director Appointed in the Company
Managing Director
Executive Director
Non- Executive Director
Nominee Director
Independent Director
Documents Required For Registration
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Documents needed for Appointment and Resignation of Director
PAN Card of the Director to be designated
Photograph of the Director to be designated
Proof of Residency such as Aadhar Card, Voter ID, Passport or Driving License of the director to be appointed
Digital Signature Certificate or DSC of the ongoing Director and for the Director to be eliminated or removed
Proof of dispatch
Identity proof such as Passport, Election card, Driving License or Aadhar card
Mobile number and email id of both personal and official of the Director.
It is mandatory to apostille all the needed documents apostilled if the Director is not a citizen of India.
Notice of resignation submitted with the company
If received acknowledgement of form.
Process To Register
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Appointment of Director Procedure
Appointments of First Directors
Fundamental Process
In condition to Section 161(1) of the Companies Act, 2013, indicate if the Articles of Association (AOA) of the Company recommends adding Director. If Not, then transform the Articles of the Company in a way to add company director.
Accumulate the necessary documents and erudition required for the process
Registration of Form DIR-2, Form DIR-12, and Form DIR-8 at ROC must be completed.
The advertised/proposed Director must give his or her permission to act as the Director via Form DIR-2. This is one of the usual essential documents required to add a new director, and hence, must be received before advising anyone to be the Director.
If the Company requires to appoint him as a director, then regularize the person as a director in General Meeting by Shareholder Resolution.
Call the Board Meeting.
The Director must be designated in a General Meeting and must be taken to ensure that this notice is published following the laws stated in the Companies Act, 2013, and remains by the rules mentioned in the Secretarial Standards issued by the Institute of Company Secretaries of India.
Pass recommendation/resolution for the appointment of a supplementary director.
Issue' Letter of Appointment'.
The Company needs to file Form DIR-12 to the Registrar of Companies within 30 days from the date of appointment.
The Company must make important entries in the Register of Directors and Managerial Personals as required.
Furthermore, the Company must apply for the necessary changes in the Director's details with regards to GSTN and other Certificates, as and when required.
Thereby, you will have the new company director's designation on the MCA website.
Resignation of the Director under Section 168
Any director of the company can resign from his position by providing written notice. Once such notice is collected, the Board members shall take note of the same, and the company shall intimate the Registrar in a formal manner with time, and form as designated. Following that- The company shall place the notice of such resignation after the general gathering of the company in a report of directors shortly.
The director shall also suggest and forward a copy of the resignation with a precise reason for his resignation from the position of Director of the company to the Registrar within a month or 30 days of resignation.
The resignation of a director of the company should take its influence from the time or date on which the company approved his notice or from the itemized period stated by the director in mind, whatever comes later: Provided- that the director of the company who has resigned should be liable for the offences which came along while his tenure even after his resignation.
Whenever all the directors resign at the same time, then the Central Government or the promoter shall select the awaited number of directors during which old directors of the company have to hold company till the new ones or new director get nominated by the company in the announced general meeting.
Understandings behind Resignation of Directors
Dispute with the Board
More beneficial career opening
Misuse in the Company Affairs
Suspension Due To Infringement
The Recession of Nomination
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