Director Change

Appointment of New Directors Made Easy with Easy My Tax

In a rapidly evolving business environment, appointing new directors is a strategic move that can help strengthen leadership, bring in new expertise, and meet compliance requirements. At Easy My Tax, we make the appointment of directors in a Private Limited Company seamless, compliant, and efficient.

As per the Companies Act, 2013, a Private Limited Company must have a minimum of two directors and can appoint up to fifteen directors without needing shareholder approval. Beyond this, a special resolution is required. Whether you're adding directors to scale your business, meet legal requirements, or bring in new skills, our team ensures every step is legally sound and hassle-free.

Who Can Be Appointed as a Director?

A director is a key decision-maker, acting on behalf of the company to manage operations and strategy. Directors must:

• Be at least 18 years old
• Not be disqualified under Section 164 of the Companies Act, 2013
• Consent to the appointment through Form DIR-2
• Hold or obtain a Director Identification Number (DIN) and Digital Signature Certificate (DSC)

Types of Directors in a Private Limited Company

• Executive Directors – Involved in daily operations, often holding positions like CEO or CFO.
• Non-Executive Directors – Provide strategic input but are not involved in daily operations.
• Independent Directors – Not affiliated with the company’s management, appointed for unbiased oversight (mandatory in certain companies).

Why Appoint New Directors?

• To bring in fresh skills and perspectives as the business grows
• To meet legal requirements under the Companies Act
• To manage workload more efficiently across a larger board
• To replace directors who have resigned, retired, or become disqualified

Key Legal Provisions for Director Appointment

• Section 149: Defines the minimum and maximum number of directors
• Section 152: Covers director appointment procedures and DIN requirement
• Section 161: Deals with the appointment of additional, alternate, and nominee directors
• Section 164: Lists disqualifications for becoming a director

Documents Required for Appointment of Director

• PAN Card (self-attested)
• Identity Proof (Aadhaar, Voter ID, Passport, etc.)
• Address Proof (Utility bill, bank statement, etc.)
• Passport-size photograph
• Digital Signature Certificate (DSC)
• Consent Form (DIR-2)
• Declaration of Non-Disqualification

Step-by-Step Process for Appointing a Director

Step 1: Review Articles of Association (AOA)
Ensure the company’s AOA permits the appointment of additional directors. If not, amend it.

Step 2: Convene Board Meeting
Pass a board resolution to approve the director's appointment and to call a general meeting if required.

Step 3: Hold General Meeting (AGM or EGM)
Pass a resolution in the AGM or EGM to confirm the appointment. Special resolution is required if exceeding 15 directors.

Step 4: Obtain DIN and DSC
Apply for DSC and DIN if the individual doesn’t already possess them.

Step 5: File Consent Form DIR-2
The appointed director must provide written consent to act as a director.

Step 6: Issue Appointment Letter
Formally issue an appointment letter outlining responsibilities and terms.

Step 7: File Form DIR-12 with ROC
Submit details of the appointment to the Registrar of Companies within 30 days using Form DIR-12.

Step 8: Update Internal Registers
Update the Register of Directors and relevant statutory records.

Step 9: Notify Tax Authorities
Update director details with the GST portal, income tax records, and other regulatory bodies.

How Easy My Tax Helps You Appoint a Director Effortlessly

At Easy My Tax, we offer complete assistance from start to finish:

• Verify AOA and prepare necessary resolutions
• Organise board and general meetings
• Apply for DIN and DSC
• Collect and validate required documents
• Draft and file Forms DIR-2 and DIR-12
• Ensure ROC compliance and follow-up
• Update tax and regulatory records post-appointment

Get Professional Help for Director Appointments

With Easy My Tax, you ensure timely and compliant director appointments without any confusion. Our expert team manages the legal formalities, regulatory filings, and administrative tasks, allowing you to focus on running your business.

Connect with Easy My Tax today to streamline your director appointment process and stay compliant with India’s corporate governance standards.