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📘 Addition of New Directors
🏢 Who is a Director?
A Director is an individual appointed to manage and control the affairs of the company. They act as agents, trustees, and officers of the company and play a key role in decision-making.
As per Section 2(34) of the Companies Act, 2013:
"Director means a director appointed to the board of a company."
🔍 Legal Framework for Director Appointment
Section 149 to 172 of the Companies Act, 2013
Rule 8, 9 & 15 of Companies (Appointment and Qualification of Directors) Rules, 2014
Articles of Association (AOA) of the company
👥 Minimum & Maximum Number of Directors in a Private Company
Category |
Requirement |
Minimum |
2 Directors |
Maximum |
15 Directors* (can be increased with special resolution) |
Resident Director |
At least one director must have stayed in India for ≥ 182 days in a FY |
🧾 Types of Directors Who Can Be Added
Type of Director |
Description |
Executive Director |
Involved in day-to-day operations |
Non-Executive Director |
Strategic oversight, not involved in daily operations |
Additional Director |
Appointed by Board, holds office till next AGM |
Nominee Director |
Appointed by investor or government |
Professional Director |
Experts in law, finance, etc., added for advisory roles |
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A: Yes. A person must have a Director Identification Number (DIN) before being appointed. If the individual does not have one, it must be applied through Form DIR-3.
A: Form DIR-12 must be filed with the Registrar of Companies (ROC) within 30 days of the appointment.
A: Yes, a foreign national can be appointed as a director in an Indian private limited company, provided they have a valid DIN and documents are notarized/apostilled as per applicable laws.
A: Yes. As per the Companies Act, 2013: Minimum: 2 directors Maximum: 15 directors (can exceed with a special resolution)
Executive Director: Involved in daily operations, often a full-time employee. Non-Executive Director: Part of the board, provides strategic input, not involved in day-to-day management.
Board of Directors can appoint an Additional Director, subject to later approval by shareholders in a general meeting. For permanent appointment, shareholder approval is usually required depending on the Articles of Association.
PAN, Aadhaar (or passport for foreigners) Passport-size photo Email ID and mobile number DIR-2 (Consent to act as director) MBP-1 (Disclosure of interest) DSC (if not available, apply)
A: Yes. Form DIR-2 must be signed by the director, giving consent to act in that role.
A: A penalty will be imposed on the company and its officers. Also, the appointment will not reflect in the MCA records until filed.
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