A private limited company must have at least 2 directors
A Limited Company must have a minimum of 3 directors
DIN (Director Identification Number) and DSC (Digital Signature Certificates) are compulsory for being appointed as a director
A declaration needs to be furnished by every director that he/she is not disqualified from being a director
Every proposed director is required to give his/her consent to act as a director of the company in Form DIR 2
Every company shall file such consent and the appointment with the Registrar of companies (ROC) within 30 days of the appointment in Form DIR-12
Every director shall be appointed by the company in the general meeting except the first directors of the company.
If no provision is specified in the articles, the subscribers of the memorandum act as the first directors of the company until the directors are duly appointed.
A board meeting is called for passing a board resolution for the appointment of directors and for giving the authorization to perform the acts, deeds, and filing as per the provisions of the act as per section 173 of the Companies Act, 2013
Once the board of directors approval has been obtained, a 21 days’ notice for a general meeting is circulated to –
1. Directors
2. Shareholders
3. Auditors
The notice must specify the day, date, time, and venue of the meeting along with the agenda and the items to be transacted
Convene the General meeting and pass an ordinary resolution for appointment and reappointment of director
Issue letter of appointment after obtaining DIN and DSC of the director
File Form DIR – 12 with the Registrar of companies within 30 days of the appointment or re-appointment
DIR – 2 (Consent to act as a director)
Declaration by the director that he is not disqualified
Copy of the resolution passed
According to section 168 of the Companies Act, 2013, any director can resign from his position by giving a notice in writing to the company along with the reasons for resignation
The notice of resignation needs to be furnished to the registrar by the director along with the prescribed fees within 30 days of resignation in Form DIR – 11
Convene a general meeting and present the notice of resignation to the shareholders of the company
After obtaining the final approval from the shareholders, the company needs to file Form DIR -12 within 30 days of the resignation
Copy of the notice of the resignation furnished by the director (DIR-11)
Copy of the resolution passed
Valid Identity Card
Passport size photograph
Residential proof of the director
The date of receipt of notice by the company
The date which is specified in the furnished notice