Director Appointment

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Appointment of Directors

3 Step Process!

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Overview

The appointment of a director refers to the formal process of inducting an individual into the Board of Directors of a company. In a private limited company, directors play a key role in strategic decision-making, legal compliance, and business leadership. The Companies Act, 2013, governs their appointment.

Benefits For Everyone!

To fill vacancies or expand the board

To fill vacancies or expand the board

Appointing directors helps fill board vacancies or expand the board as the company grows.

To bring in new expertise and leadership

To bring in new expertise and leadership

New directors can provide fresh perspectives, skills, and leadership to the company.

To ensure statutory compliance with minimum directorship requirements

To ensure statutory compliance with minimum directorship requirements

Appointing directors ensures the company meets the legal minimum number of directors as per the Companies Act, 2013.

To replace a resigning or retiring director

To replace a resigning or retiring director

New appointments are necessary when a director resigns or retires, ensuring continuity in governance.

Documents Required

Below are the documents required for registration

1
Copy of PAN and Aadhaar of the proposed director
2
Passport-size photo
3
Proof of residence
4
DIN (if already obtained)
5
Digital Signature Certificate (DSC)
6
Form DIR-2 (Consent Letter)
7
Board Resolution

Eligibility Criteria

Below are the Eligibility Criteria for Service

1
Must be an Individual. Only a natural person can be appointed as a director, not companies, firms, or LLPs.
2
Must be Competent to Contract. The individual must be of sound mind, not insolvent, and capable of entering into a valid contract under the Indian Contract Act, 1872.
3
Must possess a Valid DIN (Director Identification Number). The proposed director must have an active DIN issued by the Ministry of Corporate Affairs (MCA).
4
Must Not Be Disqualified under Section 164 of the Companies Act, 2013. A person is disqualified if: Convicted by a court and sentenced to imprisonment for 6+ months, Declared insolvent, Failed to pay calls on shares held, Disqualified by court or tribunal.
5
Must Provide Written Consent in Form DIR-2. The person must agree in writing to act as a director.
6
At Least One Director Must Be a Resident Indian. A resident is someone who has stayed in India for at least 182 days in the previous financial year.

Complete
Process

From start to end our team provide you complete guidance and support tailored for your needs.

Step 1

Obtain Director Identification Number (DIN)

What Happens

A Director Identification Number (DIN) is a unique 8-digit number allotted by the Ministry of Corporate Affairs (MCA) to any person intending to become a director. DIN is mandatory for filing any company-related documents.

How Founders First Helps

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    We check DIN status and assist in applying for DIN through DIR-3 (for existing companies) or SPICe+ form (for new companies). We handle identity verification, DSC issuance, and MCA filing end-to-end.


Step 2

Obtain Consent to Act as Director (Form DIR-2)

What Happens

Form DIR-2 is a written declaration from the proposed director stating their willingness to act in such capacity.

How Founders First Helps

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    We draft a compliant DIR-2 form, get it signed digitally/physically, and maintain it in your company records.


Step 3

Hold Board Meeting

What Happens

A Board Meeting is a formal gathering of directors to make key decisions. A resolution for the appointment must be passed.

How Founders First Helps

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    We prepare a customised board meeting notice, agenda, resolution drafts, and provide a meeting minutes format to maintain compliance.


Step 4

File e-Form DIR-12 with ROC

What Happens

DIR-12 is a statutory form to be filed with the Registrar of Companies (ROC) for every change in directorship. It must be filed within 30 days of the appointment.

How Founders First Helps

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    We prepare and submit Form DIR-12 with all mandatory attachments (DIR-2, resolution, ID proofs), digitally sign it, and track approval status until completion.


Step 5

Update Company Registers

What Happens

Post-appointment, the company must update its Register of Directors and Key Managerial Personnel as per Section 170 of the Companies Act, 2013.

How Founders First Helps

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    We help maintain all required statutory registers like MBP-1 (disclosure of interest), DIR-8 (non-disqualification), and update the company records accordingly.


Step 6

Issue Appointment Letter

What Happens

An official letter confirming the appointment, roles, and responsibilities must be issued to the new director.

How Founders First Helps

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    We draft and customize the appointment letter based on the company's needs and relevant HR terms.

Why Founders Choose Us!

Expert Guidance Icon

DIN and DSC assistance for new directors

DIN and DSC assistance for new directors

We help you obtain DIN and DSC for new directors quickly and compliantly.

Client Centric Icon

Pre-drafted board resolutions and compliance-ready documents

Pre-drafted board resolutions and compliance-ready documents

We provide all necessary board resolutions and compliance documents, ready for use.

Ongoing Support Icon

Filing of DIR-12 within statutory timelines

Filing of DIR-12 within statutory timelines

We ensure timely filing of DIR-12 and all related forms with the ROC.

Tailored Solutions Icon

End-to-end advisory on the types of directors best suited for your business

End-to-end advisory on the types of directors best suited for your business

We advise you on the best director types for your business needs.

Secure Compliant Icon

ROC coordination and compliance alerts

ROC coordination and compliance alerts

We coordinate with the ROC and provide compliance alerts for all directorship changes.

Must Know !

Icon LogoTypes of Directors in a Private Limited Company

  • → Executive Director – Involved in daily operations and management.
  • → Non-Executive Director – Offers guidance but is not involved in day-to-day activities.
  • → Independent Director – Required in listed companies for unbiased governance (not mandatory for Pvt Ltd).
  • → Nominee Director – Appointed by stakeholders like investors or lenders.
  • → Additional Director – Temporarily appointed until the next AGM.
  • → Alternate Director – Acts in place of a director during absence (usually abroad).
  • → Managing Director – Holds substantial powers of management.
  • → Whole-Time Director – Devotes full-time services to the company.

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Frequently Asked Questions

Get answers to the most common questions about our services.

It is the official process by which a person is legally designated to serve on the board of a company.