Appointing a director involves legal procedures to ensure the appointment is valid and compliant. While the process can differ by company type or jurisdiction, some key steps remain the same across most companies.
Why Appoint a Director?
A company may add or change directors to expand its board, replace a retiring member, or bring in specific expertise. Changes may also occur if a director is disqualified or when there’s a shift in company ownership.
Types of Directors
Executive Directors: Handle daily company operations (e.g., CEO, CFO).
Non-Executive Directors: Offer oversight but aren't involved in routine management.
Independent Directors: Non-executive and unbiased, they protect shareholders’ interests.
Steps to Add a Director
Verify if the Articles of Association (AoA) permit adding a director; modify if necessary.
Obtain the new director’s written consent.
Pass a board resolution approving the appointment.
Secure the director’s DSC and DIN.
Prepare and file Forms DIR-2, DIR-12, and DIR-8 with the ROC.
Sperso Filings takes care of the entire process, including all post-appointment formalities, ensuring a smooth and compliant experience.
Procedure for Appointment of Directors in a Company
Identify the Need Determine why a new director is required—due to retirement, resignation, or board expansion.
Shortlist Candidates Find suitable candidates via internal referrals, recruitment agencies, or professional networks.
Conduct Due Diligence Verify the candidates' qualifications, experience, and check for conflicts of interest.
Recommend to the Board Present the selected candidate to the board for approval.
Pass Shareholders’ Resolution Once approved by the board, pass a resolution at a general shareholders’ meeting by a simple majority.
File with ROC Submit required forms to the Registrar of Companies, including the director’s consent and eligibility declaration.
Documents Required to Appoint a Director
PAN card of the director
Identity proof (Aadhaar, Voter ID, or Driver's License)
Address proof (Utility bill or Rental Agreement)
Passport-size photograph
Digital Signature Certificate (DSC)
Form DIR-2 (Consent to act as director)
Form DIR-12 (Details of appointment)
Resolution for Appointment of Director
A Board or Shareholders' Resolution is required to formally appoint a new director. It must mention:
Director’s name
Date and term of appointment
Relevant qualifications or experience
The resolution must comply with the company’s Articles of Association and may require shareholder approval.
Why Choose Sperso Filings?
Hassle-free, quick process
Expert guidance throughout
Drafting of board resolution and filing done for you
Reliable support for all queries
FAQs on Appointment/Adding a Director
A director is part of a company’s board, responsible for guiding its management and protecting shareholders’ interests.
To expand the board, bring in new skills, or replace a retiring/resigning director.
Through board or shareholder resolution, with necessary filings done with the ROC.
A Board Resolution or Shareholders’ Resolution, depending on company rules.
A director appointed by the board to fill a temporary vacancy until the next general meeting.
Yes. The person must be over 18 years old, mentally sound, solvent, and not disqualified by law.
No. A person can hold only one DIN for lifetime use.
No. Only an individual (natural person) can be appointed as a director.
Yes. A foreigner or NRI can be appointed, subject to applicable laws and valid documentation.
● Private Ltd: 2 directors
● Public Ltd: 3 directors
● One Person Company (OPC): 1 director
Persons who are:
● Undischarged insolvents
● Declared of unsound mind
● Convicted and sentenced for more than 6 months
A company can have up to 15 directors (more if approved by a special resolution).
Yes. With Sperso Filings, the entire process is managed online.
Generally no, if convicted and sentenced for more than 6 months or disqualified under law.