Adding a Director - Overview:

It is possible to add or remove a director from the company at any time. While the articles of incorporation should have provisions allowing it, the Articles of Association and Companies Act provisions dictate how and who can be appointed as a new director. Adding new directors to the company involves following a bunch of procedures and Actolegal is here to help you make the whole process easy for you.

Why Add/Change Directors

The following are the common reasons why people choose to add or change directors in a company:

To get new talent on board

As your company grows and evolves, you will need to bring new talent on board to meet the new requirements and challenges. It is natural to want to add or make changes in the top-level management.

No dilution of ownership

Directors are primarily responsible for the day-to-day operations of a company. Adding or appointing an additional director helps the shareholders assign more operational responsibilities without losing any strategic control.

Inefficiency of existing directors

It could be that the existing directors cannot meet the requirements of the work or maybe even due to retirement, family problems, physical ailments or other personal reasons. In such cases, you need to add new directors.

To meet the statutory limit

Every type of company needs a certain number of directors. In case of sudden death or plans of retirement from existing directors, you will have to add another director to your company.

Process of Adding a Director

The process of adding a director is more complicated than one might think it to be.

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.

This is a simplified version of the process. Actolegal will take care of mostly everything in these steps for you. After this basic process is over, there are a few more formalities that need to be completed after this process and our team will explain those to you.

Documents required

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