Overview

A Director of a Company is a person that is elected by the shareholders to manage the affairs of the company as per the MOA and AOA. As the company is an artificial person it can only act through the agency of a natural person. Thus, a director has to be a living person and the management of the company is entrusted to its Board of Directors. The appointment of the Directors can be required from time to time based on the requirements of the shareholders of the business.

Appointment of Director in a Company shall be pursuant to provisions of Companies Act, 2013. In accordance with the Companies Act 2013, every company shall have a certain number of directors. The minimum number of directors is fixed according to the different type of companies- a Public Company shall have at least 3 Directors, a Private Company shall have atleast 2 and a One Person Company shall have atleast 1 Director. The upper limit is fixed at 15. However, a Company needs to pass a Special Resolution if it wants to have more than 15 directors.

Members of the Company at General Meeting appoint/re-appoint Directors in case of Director retiring by Rotation of Public Company or Regularize the Director appointed by the Board as an Additional Director. Unless the articles provide for the retirement of all Directors at every Annual General Meeting, not less than two-thirds of the total number of Directors of a Public Company shall be persons whose period of office is liable to determination by retirement of Directors by rotation and be appointed by the Company in General Meeting. One-third of such of the directors for the time being as are liable to retire by rotation, or if their number is neither three nor a multiple of three, then, the number nearest to one-third, shall retire from office.

Add Director To Your Company

Types of Director in Company

Stated below are types of director in a company :

• Managing Director
  A Managing Director is a director by the virtue of Articles of Association of a company or an agreement with the company or a resolution passed in the general meeting or by the Board of Directors. As the board of directors is entrusted with the substantial powers of management of affairs of the company.
• Whole-time Director or Executive Director
  Someone who is in Full-time employment of the Company is an executive director or the whole director.
• Ordinary Director
  An ordinary director is a simple director who attends the Board meetings of a company and participates in the matters that are put before the Board of Directors. These Directors are not whole-time Directors or Managing Directors.
• Additional Director
  An additional director is an individual that is appointed by the Board of Directors between the two annual general meetings subject to the provisions of the Articles of Association of a Company. The additional directors should hold office only till the date of the next annual general meeting of the Company. However, the number of directors and the additional directors of a company together shall not exceed the maximum strength that is fixed for the Board of Directors by the Articles of Association.
  The Board of Directors in the general meeting to act for a Director called the original director during his absence for not less than three months. In most cases, the alternate directors are appointed for a person who is non-resident Indian or for the foreign collaborators of a company.
• Professional Director
  A professional Director is a director with professional qualifications and does not have any pecuniary interest in the company. These professional Directors are sometimes appointed on board to utilize their expertise in the management of the company.
• Nominee Director
  Banks and the private equity investors who provide equity assistance to a company generally impose a condition to appoint their representative on the Board of the concerned company. These nominated persons are called the Nominee Director.
  In the case of a One Person Company, a nominee director is an individual who is nominated by the sole Director of the One person company to take over the affairs of the OPC in case of death or incapacitation of the sole director.

Documents Required For Addition of Director

Listed below are the documents and details required for Addition of Director of Proposed Person.

• Identity Proof like Aadhar Card, Passport, etc.
• PAN card: mandatory for an Indian applicant
• Passport: mandatory for a foreign applicant
• Proof of residence (electricity bill, rental agreement, Aadhar Card, voter ID, passport, driving licence)
• Passport size photograph
• Digital signature certificate of the proposed director

How to add Director in your company

Following are the steps-by-step points of addition of director:

• Step 1 : Check if the articles (AOA) of the company supports adding an additional director. If there are no such provisions in the AoA of the company, then modify the AoA of the company in a way that allows adding an additional company director.
• Step 2 : The proposed director must give his or her consent to act as the director via Form DIR-2.
• Step 3 : The company must pass a board resolution for appointing a particular person as a director of the company.
• Step 4 : Get DSC (digital signature certificate) and DIN (director identification number) for the new director.
• Step 5 : Collect the basic documents and information required for the process and get Form DIR-2, Form DIR-12 and Form DIR-8 at ROC done.

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