A company can appoint maximum 15 fifteen directors. A company may appoint more than fifteen directors after passing a special resolution in general meeting and approval of Central Government is not required. A period of one year has been provided to enable the companies to comply with this requirement.
Conditions for Appointment of a Managing Director The maximum tenure for the appointment of a managing director is five years at a time. The managing director must submit the identity proof and address proof to the company for such an appointment. Re-appointment of a managing director can be done for another term.
Directors are appointed through a resolution passed at a General Meeting, either an AGM or an EGM, as per company needs. What is a Director Identification Number (DIN)? DIN is a unique identifier required for anyone looking to be appointed as a director, ensuring legal compliance.
A company director can be appointed during company formation and at any time thereafter.
Section 149(1) of the Companies Act, 2013 requires that every company shall have a minimum number of 3 directors in the case of a public company, two directors in the case of a private company, and one director in the case of a One Person Company. A company can appoint maximum 15 fifteen directors.
A company must file the following forms with the ROC to add a new director: MGT-14 – Resolution passed in the general meeting regarding the appointment of the director. DIR-2 – Consent received by the proposed director to hold the position of a director in the company. DIR-12 – Particulars of appointment of the director.
The appointment of directors will usually be covered by the company's articles (or possibly a shareholders' agreement) which may provide for appointment by the board, or by the shareholders via a written resolution or at a general meeting.
An independent director can be appointed for a term of up to five consecutive years. An independent director can also be re-appointed for another term of five consecutive years after passing a special resolution in the general meeting.
Written Directors' Resolution to Appoint New Directors This approval can either be sought at a routine board meeting or alternatively via a written directors' resolution sent to and signed by each of the existing directors.