Appointment of Director Online in India | Section 152
Connect with our expert legal advisors to smoothly fulfil all requirements for appointing a director to your company. We provide premium director appointment services designed to simplify the entire process and help you appoint the most suitable director effortlessly.
Why Choose Us?
✔ Seamless director appointment process handled end-to-end
✔ Assistance with obtaining DIN and Digital Signature Certificate (DSC)
✔ Expert filing of Form DIR-12 with the Registrar of Companies (ROC)
✔ Support in gathering all necessary documents
✔ Full legal compliance to ensure a hassle-free transition
Get Started Today - Director Appointment with JustStart
Our experienced legal professionals are here to guide you through every step of the director appointment journey. Receive prompt answers to all your queries and enjoy peace of mind knowing your appointment is in expert hands.
Get Expert Advice!
4.8 star all time rating
4.8 star all time rating
OVERVIEW
Who is a Director in a Company?
The director of a company is elected by its shareholders to direct the affairs of the company according to its Memorandum of Association and Articles of Association (MOA & AOA). The company, although it is an artificial person, cannot act without the assistance of a natural person. Due to this, directors must be living persons, and the Board of Directors is responsible for the management of the company. As it is determined by the shareholders, a company may need to appoint directors from time to time.
What is the Appointment of a Director?
A director must be appointed in accordance with the provisions of the 2013 Companies Act. The Companies Act of 2013 mandates that every organization have a specific number of directors. A public company must have at least three directors, a private company at least two, and a one-person company at least one. The requisite number of directors is examined by the type of company. The upper maximum is set at 15. However, if a company wants to have more than 15 directors, it must obtain a Special Resolution under Section 149(1).
_1731071049.jpg)
Types of Directors
Types of Directors in a Company in India
In a company, directors are vital members of the Board of Directors, responsible for overseeing and managing the business's operations. Acting as trustees, directors play a significant role in safeguarding the company's assets and funds.
Here’s an overview of the main types of directors in a company and their responsibilities:
Managing Director
A Managing Director supervises the day-to-day operations of the company or its divisions. Appointed by the Board, this role involves managing the company on behalf of shareholders to drive business growth and performance.
_1731604029.svg){kind=icon}
Whole-Time Director or Executive Director
A Whole-Time Director, also known as an Executive Director, is fully dedicated to the company, taking on daily responsibilities to support continuous business operations and management.
_1731604087.svg){kind=icon}
Non-Executive Director
A Non-Executive Director contributes to the Board of Directors without managing daily operations. They attend meetings, participate in strategic discussions, and provide oversight, ensuring effective governance without holding full-time responsibilities.
_1731604149.svg){kind=icon}
Independent Director
An Independent Director is selected based on professional expertise and has no financial involvement with the company beyond receiving a sitting fee. Independent Directors offer unbiased insights and help ensure transparent and ethical governance.
Nominee Director
A Nominee Director represents external interests, such as financial institutions, private equity firms, or strategic investors, on the Board. They are appointed to safeguard the interests of these stakeholders in company decisions.
By incorporating various types of directors, companies benefit from balanced oversight, experienced guidance, and strong corporate governance to protect shareholder interests and promote sustainable growth.
Role of a Director
Role of a Director in a Company: Key Responsibilities and Legal Obligations
Company directors hold significant legal responsibilities, as defined by the company’s articles of association and outlined in the Companies Act 2013.
Appointed by shareholders, the Board of Directors manages day-to-day business activities, oversees company assets, and ensures effective administration. Here’s an overview of the key roles and responsibilities of a director in a company:
Acting within the Realm of Power
A director's primary responsibility is to make decisions that fall in line with the company's articles of association, which is a document that contains all of the rules and regulations for running the company.
If the company adopts Model articles of association or modified or bespoke articles, the duties and powers of directors can vary significantly from business to business.
Independent Judgment
Company directors must exercise independent judgment rather than simply enacting the demands of major shareholders or other beneficial parties by developing an informed perspective on the business activities.
✅ Maximum and Minimum Number of Directors in a Company
The Companies Act 2013 also specifies the minimum and maximum number of directors for different types of companies:
|
|
|
|
|---|---|---|
|
Public Company |
3 |
15 |
|
Private Company |
2 |
15 |
|
One-Person Company |
1 |
1 |
_1737631357.jpg)
By adhering to these core responsibilities, directors ensure effective corporate governance, compliance with legal standards, and sustainable business practices.
Sections
Key Sections of the Companies Act, 2013
Section 149
Section 149 is the one that sets the requirements for the formation of boards. A company is obliged to have a minimum number of directors; there has to be no less than 3 directors for a public company, 2 for a private company, and 1 for an OPC company. The upper limit set for most companies is 15 directors, but it is possible to obtain a higher number by means of a special resolution that would be voted by the shareholders in a general meeting.
Section 152
Section 152 describes the basic appointment process and mandates that the shareholders are the ones who appoint directors at the general meetings via ordinary resolutions. This section also highlights that the new director who is about to take office must be already be assigned a Director Identification Number (DIN).
Section 160
Section 160 lays down the criteria for the persons who aspire to be directors but will not be retiring by rotation. The aspirants are required to give a written notice to the company's registered office minimum 14 days before the general meeting, in which they are signaling their candidature.
Section 161
This section gives the board the power to appoint extra directors, alternate directors, and nominee directors in case of a resignation or to meet emergent business needs. However, these directors appointed by the board have to be confirmed by the shareholders at the next annual general meeting.
Section 164
The disqualifications for individuals to hold directorships are defined in this section. Those disqualifications include insolvency, certain types of criminal convictions, non-compliance with regulatory requirements, and not having active director identification numbers or not meeting annual compliance obligations.
Documents Required
Documents Required for Appointment of Director
In India, for a director to be successfully appointed, the following documents will generally be needed:
✔ PAN Card: Indian directors must present their PAN card as proof of identity.
✔ Identity Proof: Voter ID, Driving License, Aadhaar Card, or Passport. For foreign nationals, notarized passport is the requirement.
✔ Residential Address Proof: Recent utility bill, bank statement, or rental agreement that shows the current address of the director.
✔ Passport Size Photograph: A recent photo will be taken for records and government filing.
✔ Digital Signature Certificate (DSC): This is necessary to sign documents and forms electronically that are filed with the MCA portal.
✔ Director Identification Number (DIN): A unique eight-digit number that is given by the MCA, needed before appointment (if not already held, the proposed director must apply via Form DIR-3).
✔ Consent to Act as Director (Form DIR-2): The person who is appointed must sign a consent form that states their willingness to work as a director.
_1768801962.gif)
The appointment process will involve collecting these documents and submitting them along with supporting board and shareholder resolutions, and these documents are required for both company records and filing with the Registrar of Companies (ROC).
Process for Appointment of Director in India
Step 1: Review Articles of Association (AoA)
It is essential to check the Articles of Association of the company prior to starting the process of appointment to ascertain if there are any special provisions pertaining to directors’ appointments stated therein.
Step 2: Obtain Director Identification Number (DIN)
The nominee director has to get a Director Identification Number (DIN) that is valid and allotted by the MCA. If the individual already possesses a DIN, he/she is not required to do anything, but if not, he/she should apply it through Form DIR-3. The DIN is valid for one's whole life and has no renewal requirement; however, the directors must keep their status active by complying with annual KYC requirements using Form DIR-3.
Step 3: Obtain Digital Signature Certificate (DSC)
The person proposed for the directorship must acquire a Digital Signature Certificate from an accredited certifying authority in India. This digital signature, which is applied for electronically with the MCA portal, is necessary for signing such documents and filing them online as well.
Step 4: Obtain Consent and Declaration Forms
The nominee director is required to submit two very important documents to the company:
Form DIR-2 (Consent to Act as Director): Acknowledging knowledge of the duties and responsibilities under the Companies Act, 2013.
Form DIR-8 (Intimation of Non-Disqualification): A statement that the person is not disqualified under Section 164 of the Companies Act, 2013, as confirmed by the declaration.
Step 5: Call Board Meeting and Pass Board Resolution
A formal board meeting should be conducted by the company with proper prior notice. Send a meeting notice to the directors a week before the meeting date at the earliest. The notice must contain the agenda, supporting documents, and the draft resolution. The board will then decide the date, time, and place of the following general meeting, and will also approve the draft notice and explanatory statement.
Step 6: Convene General Meeting and Obtain Shareholder Approval
Except when Articles of Association state otherwise, shareholder authorization is necessary. The company must hold either an Annual General Meeting (AGM) or an Extraordinary General Meeting (EGM).
Step 7: Obtain Form MBP-1 Declaration
Using Form MBP-1, get a declaration from the newly appointed director regarding their interests in other entities. This form records the director's interests, shareholdings, and any significant relationships that might impact their independence or judgment.
Step 8: File Form DIR-12 with the Registrar of Companies (ROC)
File Form DIR-12 (Return of Appointment of Director) within one month of the director's appointment. This is the compulsory statutory filing for the official registration with the ROC. Attachment of Form DIR-2 (consent) is not required separately; it is now directly certified within the DIR-12 form by the director.
Step 9: Update Company Registers and Records
After the ROC gives its approval, the Register of Directors and Key Managerial Personnel will be updated with the new data entered through Form MBP-4. All company records will be updated, including the Registers of contracts and arrangements in which directors hold interests, the new director's name on Company letterheads and so on.
Step 10: Issue Formal Appointment Letter
The newly appointed director will receive a formal appointment letter with the following details:
- Terms and conditions of appointment
- Roles and responsibilities
- Remuneration (if applicable)
- Duration of appointment
- Any special conditions or restrictions applicable to the role
Why Choose Us?
Why choose JustStart to appoint a Director?
JustStart is the perfect online platform for appointing a director for your company. The entire team of Juststart consists of highly qualified CAs, CS, lawyers, and business administrators. Appointment of Director is easy, seamless, cheapest, and quickest with JustStart.co.in! We also help our clients with private limited company registration, public limited company registration, LLP registration, one-person company, and all other compliance easily.
Approach to making director appointment service
At JustStart, our well-versed professionals ensure to make the appointment of director procedure easy for you. We provide all the necessary resources and assistance required to add a director to the company quickly and efficiently. Our team will guide you at every step throughout the process of director appointment service.
Initial Consultation and Documentation
For an appointment with the director, get in touch with our professionals. They will collect all the mandatory documents and fill out the appointment of director form on behalf of you to ensure that the procedure for appointment of director is carried out in an appropriate manner.
Legal Formalities and Compliance
Our professionals have a great understanding of the company laws, hence they take complete care of all the legal formalities while performing the director appointment service.
Completion of Documentation and Support
All paperwork will be completed by our team, and all legal requirements will be followed. Additionally, our experts provide support throughout the appointment of directors under Companies Act 2013 procedure.
Locations
Appointment of a Director in Other States and Cities
FAQs
LET'S CLEAR ALL THE DOUBTS!
Any individual above the age of 21 can be appointed as a director in a company, provided they meet the other legal requirements.
According to the legislation:
- Public limited companies require a minimum of three directors.
- Private limited companies require a minimum of two directors.
- One-person companies require a minimum of one director.
A company can have a maximum of 15 directors, although this limit can be increased with the approval of the shareholders.
Yes, there are certain eligibility criteria to be followed for the appointment of a director. The potential candidate must meet the following requirements outlined in the Companies Act, 2013:
-
Age Limit: The candidate must be at least 21 years of age. Individuals under 21 are not eligible to be appointed as directors.
-
Approval: The new director must be appointed with the approval of the board of directors.
-
Nationality: There is no specific nationality requirement under the Companies Act, 2013, which means that individuals from any country can be appointed as directors of a company in India.
These criteria must be fulfilled for an individual to become a director of the company. Depending on their roles, there are different types of directors, such as executive directors, non-executive directors, and independent directors.
All legal forms and formalities must be completed for the appointment of directors under the Companies Act, 2013 in India. For a clear understanding of the process and compliance requirements, get in touch with the professionals at JustStart.
Yes, it is compulsory to appoint at least one director to a company. The director is responsible for supervising, controlling, and strategizing the company’s business operations.
To acquire a Director Identification Number (DIN), the following documentation is required:
- A digital signature.
- A signed consent from the prospective director.
- Details of the director’s name and address.
A director is responsible for directing, managing, conducting, or supervising the company’s affairs. Only an individual can be appointed as a director; an association or a firm cannot be appointed as a company’s director.
