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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.






Section 168 of the Companies Act 2013 Resignation of Director


Duty of Company:


The company shall within thirty days from the date of receipt of notice of resignation from a director, intimate the Registrar in Form DIR-12 and post the information on its website, if any.

Duty of Director


The director shall also forward a copy of resignation along with detailed reasons for the resignation to the Registrar in Form DIR-11 under his/her Digital Signature within 30 days from the date of resignation.

Effective Date of Resignation :

Resignation of a director shall take effect from the date on which the notice is received by the company or the date, if any, specified by the director in the notice, whichever is later.

Documents required as attachments:


1. Mention therein the Reason for Resigning (In Form)

2. Enclose the copy of Notice sent to the Company.

3. Enclose Proof of Dispatch

4. Resignation letter.





ADDITIONAL FEE APPLICABLE ON DELAY FILING OF DIR-12

Additional fee to be levied on delay filing of DIR-12 shall be based on number of days delayed in following manner:

Period of delay Additional Fee
Up to 30 days 2 times of normal fees
More than 30 days and up to 60 days. 4 times of normal fees
More than 60 days and up to 90 days 6 times of normal fees
More than 90 days and up to 180 days 10 times of normal fees
More than 180 days 12 times of normal fees