APPOINTMENT AND RESIGNATION OF DIRECTOR
A corporation is an artificial person which is intangible and invisible. For making any decision and to have knowledge and intention, a living person has a mind and hands by which he carries out his actions. But a corporate body being an artificial person has none of these. So it needs to act through a living person. The company’s business is entrusted in the hands of directors.
Section 2(34) of the Companies Act 2013,
Director" Means a Director Appointed To The Board of a Company
Application for Allotment of DIN:
Every individual intending to be appointed as director of a company shall make an application for allotment of Director Identification Number to the Central Government in form DIR-3 along with such fees.
Provided that in case of proposed directors not having approved DIN, the particulars of maximum three directors shall be mentioned in Form No.INC-32 (spice) and DIN may be allotted to maximum three proposed directors through Form INC-32
Attachments to DIR-3
(i) photograph;
(ii) proof of identity;
(iii) proof of residence;
(iv) board resolution proposing his appointment as director in an existing company
(v) Specimen signature duly verified.
SECTION 152 OF THE COMPANIES ACT 2013
(APPOINTMENT OF DIRECTOR):
Subscribers to the memorandum who are individuals shall be deemed to be the first directors of the company until the directors are duly appointed, if there is no provision made in the articles of a company for the appointment of the first director.
Appointment of Every Director in GM:
Save as otherwise expressly provided in this Act, every director shall be appointed by the company in general meeting.
DIN is Mandatory Before Appointment
No person shall be appointed as a director of a company unless he has been allotted the Director Identification Number
Consent to Act as Director
Every person who has been appointed to hold the office of a director shall on or before the appointment furnish to the company a consent in writing to act as such in Form DIR-2:
Provided that the company shall, within thirty days of the appointment of a director, file such consent with the Registrar in Form DIR-12 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.
Exceptions:
Section 8 Company and Government Company
Filing of Form DIR 12
• Company will File e-form DIR-12 for appointment of a director with ROC along with below mentioned documents as attachments to the e-form within a period of 30 days from the date of appointment.
• Documents required as attachments in form:
1.DIR-2(Consent to act as Director of the Company).
2.DIR-8 and Resolution passed by Company for his appointment.
3.Letter of Appointment from the company.