According to Section 161(1) of the Companies Act, 2013, the company’s Articles empower the Board of Directors to appoint any person (excluding those failing to get appointed in a general meeting) as an additional director. An additional director’s term lasts until the next AGM or the last date when the AGM should have taken place, whichever comes earlier.
The appointment of Additional Director can be regularized as Regular Director in ensuing AGM with the approval of shareholders.
Procedure to be followed for appointment of Director in a Private Company:
| Steps | Procedure | Documents/Forms |
| 1. | Review the company’s Articles of Association to ensure they empower the board to appoint an additional director. | – |
| 2. | The proposed Director should have a valid DIN or he has to obtain the same before his appointment as a DirectorIf the Director already has a valid DIN he shall submit Form DIR-2 (Consent to act as Director) and Form DIR-8 (Intimation by director of his Disqualification) | Form DIR-2 &Form DIR-8 |
| 3. | Issue notice for calling of Board Meeting at least 7 days before the meeting. A shorter notice can be issued in case of urgent business. | Board Meeting Notice |
| 4. | Hold a meeting of Board of Directors of the Company to discuss the agenda and to decide on the appointment of Additional Director and pass Board Resolution – To consider the Appointment of New Director/. take note of disclosure of interest of Director in Form MBP-1 to authorize CS/Director of Company to sign and file relevant form with ROC and to do such acts and deeds as may be necessary to give effect to Boards Decision | Board Resolution |
| 5. | E-Form DIR-12 has to be filed with ROC, by company, within 30 days of appointment | e-Form DIR-12Attachments: Certified True Copy of Board Resolution Letter of Appointment DIR-2 for consent to act as director Declaration of Interest of Director in Form MBP -1 Form DIR-8 – Intimation by Director for not possessing disqualification under section 164 |
After appointment, necessary entries have to be made in Register of Directors and Key Managerial Person.
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- Letter of Appointment,
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