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    Appointment of Director in an existing Company

    Posted By : CS Gaurav / Published on : 09-May-2018 03:46 AM / View : 1125 / Comment : 2

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    Dear All I need procedure, draft documents, forms for the purpose of appointment of new director in an existing Company. Kindly share asap. Thanks in advance.
    Read more on : company existing director appointment

    • The appointment of a director in an existing company can be done by following these steps:

      1. Check the Articles of Association (AoA) of the company: The AoA of the company contains the rules and regulations for the appointment of a director. Check if there are any specific provisions regarding the appointment of a director and ensure that the candidate fulfils the eligibility criteria.

      2. Obtain Digital Signature Certificate (DSC) and Director Identification Number (DIN): The candidate needs to obtain a DSC and DIN, which are mandatory for appointment as a director in a company. The DSC is used for signing documents electronically, while the DIN is a unique identification number allotted by the Ministry of Corporate Affairs (MCA).

      3. Hold a Board Meeting: The board of directors of the company needs to hold a meeting to approve the appointment of the new director. A notice of the meeting should be sent to all the directors of the company at least seven days before the scheduled date of the meeting.

      4. File Form DIR-12 with the Registrar of Companies (ROC): After the approval of the board of directors, the company needs to file Form DIR-12 with the ROC within 30 days of the appointment of the new director. This form contains details of the new director, such as name, address, DIN, and consent to act as a director.

      5. Update the Register of Directors: The company needs to update its register of directors and key managerial personnel (KMP) with the details of the new director.

      6. Make necessary filings with the stock exchange: If the company is listed on a stock exchange, it needs to make necessary filings with the stock exchange regarding the appointment of the new director.

      In summary, the appointment of a director in an existing company requires compliance with the AoA, obtaining DSC and DIN, holding a board meeting, filing Form DIR-12 with the ROC, updating the register of directors, and making necessary filings with the stock exchange (if applicable).

      28-03-2023 / 12:07:54 PM
      Reply
    • The procedure for appointing a new director in an existing company involves the following steps:

      Step 1: Board Meeting

      • Convene a board meeting of the existing directors to pass a resolution for the appointment of the new director.
      • Check the eligibility of the proposed director to become a director of the company.
      • Get the consent of the proposed director in writing to act as a director of the company.
      • Fix the date, time, and venue of the general meeting for the appointment of the director.

      Step 2: Issue Notice of General Meeting

      • Issue a notice of the general meeting to all the shareholders of the company at least 21 days before the meeting.
      • The notice should contain the agenda of the meeting, along with the details of the proposed director.

      Step 3: General Meeting

      • Conduct the general meeting on the specified date, time, and venue.
      • Pass an ordinary resolution for the appointment of the new director by obtaining the requisite majority of the shareholders.
      • File the e-form DIR-12 within 30 days of passing the resolution with the Registrar of Companies (RoC).

      Step 4: Intimate Registrar of Companies

      • Inform the RoC about the appointment of the new director within 30 days from the date of appointment by filing e-form DIR-12 along with the prescribed fees.
      • Update the company's records and registers with the details of the newly appointed director.

      The draft documents and forms required for the appointment of a new director in an existing company are as follows:

      1. Board Resolution: A board resolution to approve the appointment of the new director.
      2. Consent Letter: A written consent letter from the proposed director to act as a director of the company.
      3. Notice of General Meeting: A notice of the general meeting to all the shareholders of the company.
      4. Agenda of the General Meeting: The agenda of the general meeting, including the details of the proposed director.
      5. Ordinary Resolution: An ordinary resolution for the appointment of the new director.
      6. Form DIR-12: A form to be filed with the RoC within 30 days of passing the resolution for the appointment of the new director.

      Please note that the above-mentioned documents are only draft documents, and you may need to customize them based on your company's specific requirements and the provisions of the Companies Act, 2013

      31-03-2023 / 10:45:53 AM
      Reply
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