Appointment of Director, Overview, Form DIR-12, Procedure, and Other Details in 2023

The company is an artificial person managed/run by an individual natural person known as a director, and more than two directors, called the board of directors of the company. Every company shall have a board of directors consisting of a minimum number of directors as per the statutory limit of the Companies Act, 2013. The appointment of a director in a company should be according to the rules framed under the Companies Act, 2023.

#Minimum statutory limit of directors

• One in case of One Person Company (OPC)
• Two in case of Private Limited Company
• Three in case of Public Limited Company

#Maximum statutory limit of directors

As per the Companies Act, 2013, a company board consists of a maximum of fifteen directors, and a company may increase the limit after approval from the central government through filing E-forms.

Biz Registration has a team of professionals who can help you in the appointment of directors.

#1. Appointment of Director as an “Additional Director”

The company board has the power to appoint a new director as an additional director to the company board at any time during the year along with the term of a new director till the date of the next annual general meeting (AGM) or the last date of annual general meeting (AGM) should have been held, whichever is earlier.

#Role, power, and benefits of Additional director

• Same role and power of an additional director as a regular director
• An additional director is eligible to be appointed as a regular director.
• An additional director uses his power in the best interest of the company.
• An additional director takes the same benefits as the other directors.  

#2. Eligibility criteria to be a Director of the company?

Any individual person can become a director in a company if he is:

• Above 21 years of his age
• Sound mind
• Not convicted by the court
• Not insolvent or bankrupt
• Not disqualified u/s 164 of the Companies Act, 2013
• Not holding the directorship beyond the limit prescribed under the Companies Act, 2013

#3. What are the documents required for an appointment of director?

Below mentioned documents are to be required for the appointment of an individual as a director in the company.

• Director Identification Number (DIN)
• Consent letter to act as a Director (Form DIR-2)
• Form DIR-8
• Interest in other entity
• Self-attested PAN and Aaddhar Card copy
• Board Resolution of the proposed company signed by an existing director.

#4. What is the process for the appointment of a director?

Below is the process for the appointment of an individual as a director in the company.

# Individual ends

• Apply for a Digital Signature Certificate (DSC)
• Apply for the Director Identification Number (DIN) of the new director by filing the E-form DIR-3
• Take consent to act as a director in the form of DIR-2
• Take MBP-1 from new director
• Take interest in other entity details from the new director.

   

# Company ends

• Check the article of association (AOA) of the company, to check whether AOA contains the power to appoint an additional director.
• Call a board meeting and pass a resolution for the appointment
• Issue appointment letter

   

#E-form DIR-12 filling & filing (Company ends)

• Create an account as a business user on the MCA website (www.mca.gov.in) by filling in the company details like name, address, CIN, PAN, mobile number, email ID, etc., and create a user ID and password.
• Log in to the MCA portal with their created user ID and password, after logging in, click the MCA service tab then select the company e-filing Service tab, from the list of services select the change in management service and select the form DIR-12 (Appointment, Resignation and change in director)
• After clicking on DIR-12 a new window will open and the DIR-12 form will appear for filling & filing purposes.
• After filling out the DIR-12 Form applicant proceeded to download the form for affixing digital signature purposes.
• At last affix the digital signature of any one director of the company and a practicing professional then submit to the same and a challan will be created after making the payment of govt. fee.

#5. What is the Govt. fee for the appointment of a director?

For form DIR-12, the govt. fees vary from company to company and fees depend on the nominal capital of the company. The table below explains the details of normal govt. fee.

Nominal share capital	Fee (in Rs)
Less than 1 lac	200
1 lac to 5 lac	300
5 lac to 25 lac	400
25 lac to 100 lac	500
Above 100 lac	600

#6. What is the due date for filing Form DIR-12 (Appointment of a director)?

The form DIR-12 should be filed within 30 days from the date of appointment, thereafter additional govt. fee will be levied which may extend 12 times for the normal fee.

#7. Director Appointment: Quick Link

Ministry of Corporate Affairs: www.mca.gov.in

#8. Director Appointment-Frequently Asked Questions (FAQs)

Q- 1 How long does it take to the appointment of director?

Ans: Biz Registration has a team of professionals, we will take 1 working day to complete the appointment of director compliance.

Q-2 What if the company fails to file form DIR-12 within 30 days?

Ans: The Company will have to pay an additional fee which may extend to 12 times the normal fee.

Q-3 What does mean an Annual General Meeting (AGM)?

Ans: AGM is a meeting for the members of the company, which they are required to hold every year.