Appointment of Director

Overview

Companies appoint new directors to bring in expertise, investors or family members, or to meet the minimum board strength. A private company needs at least 2 directors and a public company at least 3, with at least one resident director. Appointment is governed by Sections 152 and 161 of the Companies Act, 2013, and the company must file Form DIR-12 with the ROC within 30 days.

The appointment process includes:

• Checking that the person holds an active DIN and is not disqualified
• Obtaining consent in DIR-2 and declaration in DIR-8
• Passing a board resolution, or members resolution where required
• Filing DIR-12 with the ROC

Company Mitra prepares all documents, checks eligibility in advance and files the form so the MCA director list is updated quickly. If the director does not yet have a DIN or DSC, we can arrange them as an add-on. For managing or whole-time directors, we also advise on MGT-14 and MR-1 requirements.

Who needs it

• Companies adding a new director or additional director
• Companies appointing a whole-time or managing director
• Companies filling a casual vacancy on the board
• Startups bringing an investor nominee onto the board

What's included

Included:

• Eligibility and disqualification check of proposed director
• Drafting of board resolution and appointment letter
• Collection of consent DIR-2 and declaration DIR-8
• Disclosure of interest MBP-1
• Filing of DIR-12 with the ROC
• Drafting of members resolution for regularisation where needed

Not included:

• MCA fees
• DIN application and DSC for new director (available as add-on)
• MGT-14 or MR-1 where required for managerial appointment