How is a director added to a company?
A company adds a director by a resolution of the board or of the members, the person’s written consent in Form DIR-2, and Form DIR-12 filed with the Registrar within 30 days. Company Suggestion takes that filing on the DIR-12 page.
How does the appointment work?
Section 152 is the appointment section. The articles say whether the board or the members appoint. The person signs DIR-2, the consent to act, before the appointment. The board records the resolution in the minutes. The company then files DIR-12.
A person who does not already have a Director Identification Number applies in DIR-3 first. DIR-3 allots the number. It does not appoint the person.
Who can be appointed?
The person must be at least 18 and must not be disqualified under section 164.
- The person gives a DIN and signs DIR-2.
- The person discloses an interest in the company and directorships in other companies, as the Act requires.
- A digital signature is used where the portal asks the director to sign. That certificate is on the DSC page.
How many directors must the company keep?
| Company | Minimum |
|---|---|
| Private company | 2 |
| Public company | 3 |
| One person company | 1 |
At least one director of the company stays in India for 182 days in the financial year. The ceilings and the resident rule are the same ones used when the private limited company or the public company is formed.
Two for a private company. Section 149 sets two directors for a private company and three for a public company.
Which forms are filed?
- DIR-2, the consent, signed before the appointment.
- DIR-3, only when the person has no DIN.
- DIR-12, by the company, within 30 days, with the resolution.
An additional director under section 161 holds office until the next annual general meeting. The members decide at that meeting whether the person continues. DIR-12 for a resignation uses the same 30-day period, counted from the notice of resignation.
Frequently asked questions
Four questions cover DIR-2, DIR-3, the minimum number of directors, and an additional director.
Is DIR-2 the same as DIR-12?
No. DIR-2 is the person’s consent to act as a director. DIR-12 is the company’s form to the Registrar, filed within 30 days of the appointment.
Does DIR-3 appoint the director?
No. DIR-3 is the application for a Director Identification Number, used when the person does not already have one. The appointment is the resolution plus DIR-12.
Can a private company have one director?
No. Section 149 requires at least two directors in a private company and three in a public company. A one person company may have one director.
How long does an additional director stay?
An additional director appointed by the board under section 161 holds office until the next annual general meeting.
Sources
Appointment is in sections 149, 152, and 161 of the Companies Act. The filing steps are on the DIR-12 page.