Appointment Of Additional Director

Additional Director. Appointment Simplified.

     

    Section 161 of Companies Act, 2013 gives the Board of directors power to appoint a new director, also called the ‘Additional Director’.
    To appoint an Additional Director, the AoA needs to contain a provision regarding authority of the same to the Board of Directors. A Director cannot be appointed as the Additional Director if the resolution proposing the same was not passed by the company shareholders in the previous general meeting. An additional director is appointed in a Board Meeting and has all the powers, limits and obligations like the other director of the company including being counted in the maximum limit of directors allowed to be appointed by a company. Hire our change management services to complete all the formalities regarding the appointment of an Additional Director with hassle free and quick clearance.

    Process of Appointment of Additional Director

    01

    Obtaining a DIN and Digital Signature Certificate (DSC)for the appointee by the Ministry of Corporate Affairs.

    02

    Board Meeting for the Approval of Appointment Proposal

    03

    In case the proposed Additional Director does not have a DIN, a Board Meeting shall be held to approve the proposal of appointment and to make an application to the MCA for allotment of DIN. This meeting is not required if the appointee already has a DIN.

    04

    Make and Application for DIN using Form DIR-3

    05

    Obtain Consent & Declaration from the proposed Additional Director

    06

    Prior to the appointment, the Board shall receive Consent from the proposed Director in Form DIR-2 and a Declaration in DIR-8.

    07

    Board Meeting for Approval of Appointment of Additional Director once the appointee has a DIN.

    08

    File the Returns with the ROC in the Return of Appointment of Directorship (Form DIR-12) within 30 days of appointment with a copy of the Board Resolution, Consent, and Declaration. In case of Companies other than an OPC and Small Companies, the return is to be certified by a CA, CS or CWA.

    Documents Required

    Check whether the proposed appointee has a valid DIN number and Digital Signature.
    For DIN / DSC Application

    • PAN (Mandatory for Indian Nationals)
    • Aadhaar (Mandatory, if the applicant has Aadhaar)
    • Passport (Mandatory, if the applicant has a passport)
    • Board Resolution for the proposal of appointment
    • Latest Address proof such as Phone / Utility Bills / Bank Statement
    For Returns Filing with the ROC

    • Copy of Board Resolution
    • Consent to Act as Director
    • Declaration by Director
    • Letter of Appointment

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