An appointed or elected member of the board of directors of a company who, with other directors, has the responsibility for determining and implementing the company's policy. A company director does not have to be a stockholder (shareholder) or an employee of the firm, and may only hold the office of director (see qualifications for directors). Directors act on the basis of resolutions made at directors' meetings, and derive their powers from the corporate legislation and from the company's articles of association.


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According to section 260 and section 284 of the Companies Act, 1956, the Articles of Association of an organization are the documents that gives powers to Board of Directors to add new Directors to the Board or expel existing ones. The Articles of Incorporation must accommodate the expansion of Directors. The individual designated must be qualified according to the applicable conditions in the Articles of Association and must give his consent to be a Director.


What are the Documents required to Add Directors ?

  • Constitution of the firm (MOA/AOA)
  • Photo ID proof of director
  • Declaration by Director in Form DIR 2
  • Proof of identification
  • PAN card duly self-attested in case the Director is citizen of India
  • In case of Foreign citizen the Passport of Director duly apostolled
  • Address proof of Director – copy of utility bill (Telephone/GAS/Electricity/Water etc.) not older than 2 months


What is the process for Adding Directors?

  • Apply for DSC

    As the entire procedure stays on the web, so before anything, individual proposing to wind up chief requires a DSC.

  • Apply for DIN

    That's the compulsory necessity for getting to be executive in an organization. A man must have a DIN to wind up plainly an executive in organization and for the same DIR – 3 is documented online to get the DIN for a man.

  • Documentation Preparation

    There are sure records that are required to get ready for arrangement of executive. The Documents are as per the following • Take Consent/Approval of the individual who is to be selected as a Director of the organization in recommended design. • Notice to Call for Board Meeting with Explanatory Statement. • Resolution to be passed in the meeting for arrangement of executive. • Appointment letter to be issued by organization to chief for its arrangement.

  • Recording of Form DIR-12 at ROC

    File E-Form DIR-12 with ROC alongside previously mentioned archives, for example, assent/Approval letter, DIR-2 and see and confirmed genuine duplicate of determination of Meeting.


Directors have a number of legal responsibilities and duties to the company, primarily stemming from a general duty to act in good faith in the best interests of the company. More specifically, Directors are required to act within the powers conferred upon them by the company’s Articles of Association; they must promote the success of the company and exercise reasonable skill and care and diligence in their particular area of management; they must avoid conflicts of interest (save those declared and approved at a general meeting) and they must not accept personal benefits from third parties without authorization at general meeting (subject to any alternate provisions within the Articles of Association).

An alternate director is a person appointed by a director to act on their behalf when that director is temporarily absent or otherwise unavailable to ful fil their duties – such as when the director is overseas.

The powers of the alternate director will depend on will depend on the company’s Constitution – and what the alternate was appointed to do. If company has a Constitution, the alternate director has all of the rights and powers of the director – including voting at meetings – and any power exercised by the alternate is just as effective as if exercised by the director who appointed them. If there are any conditions which apply to the director who is appointing the alternate, then these also apply to the alternate director.

A director should only appoint an alternate director if they are, or expect to be, temporarily unable to act as a director. If they are, or expect to be, permanently or indefinitely unable to discharge their duties, they should resign.

Generally speaking, a person is appointed as a director of a proprietary company by either

  1. the directors passing a resolution – provided that in most cases the shareholders must subsequently confirm the appointment; or
  2. the shareholders passing a resolution to appoint the person as a director of the company.

Any of the directors may appoint an alternate for any period the director thinks fit – but this must first be approved by a majority of the other directors. The managing director may not appoint an alternate managing director. An alternate can only be appointed by a director with the other directors’ approval.

If the appointing director ceases to be a director, their alternate will automatically cease to be an alternate for that director. The alternate is not required to resign or be removed as an alternate. If they are also an alternate for any other director, they will remain as an alternate for that other director. Even though the alternate will automatically cease to be an alternate director, the company must notify ASIC of both the director ceasing to be a director and the alternate ceasing to be an alternate director for that director.


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