Add a New Director to Your Company – Legally and Effortlessly with CA Vakeel
- We help assess the suitability of the proposed director, verify compliance with eligibility criteria, and advise based on your company’s business goals and board structure.
- For individuals without a DIN or DSC, we guide them through the application process, helping with the necessary documents and digital signature setup.
- We draft consent letters (Form DIR-2), board resolutions, appointment letters, and assist in passing necessary resolutions at the General Meeting (AGM/EGM).
- Our team files the appointment with the Registrar of Companies (ROC), ensuring all statutory forms like DIR-12 and MGT-14 are submitted accurately and on time.
- We update your internal registers (Register of Directors), and assist in updating tax portals, GST, and other government records to reflect the new director's appointment.
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Why Expanding Your Board is Strategic
Directors drive your private company’s growth, compliance, and shareholder value. The Companies Act, 2013 mandates 2-15 directors, with expansion requiring strict adherence to legal procedures. Lawyers Legal Services ensures seamless appointments while mitigating governance risks – from skill gaps to shareholder disputes.
Choosing the Right Board Leadership
| Director Type | Role | Best For |
|---|---|---|
| Executive Director | Manages daily operations (e.g., CEO/CFO) | Operational oversight |
| Non-Executive | Provides independent oversight | Strategic guidance |
| Independent | No financial ties; protects shareholders | Compliance & governance balance |
Example: Startups scaling rapidly often add independent directors to attract investors.
Key Companies Act Provisions for Appointments
- Sec 149: Board composition (min. 2 directors, resident director, woman director)
- Sec 152: Appointment via shareholder resolution + DIN requirement
- Sec 161: Board power to add directors between AGMs
- Sec 164: Disqualification criteria (insolvency, criminal convictions)
Common Disqualifications:
- Undischarged bankruptcy
- Conviction >6 months imprisonment
- MCA blacklisting
Step-by-Step Director Addition
Phase 1: Pre-Appointment Checks
- AOA Review: Verify director addition clauses; amend if needed.
- DIN/DSC: Ensure candidate has valid Director ID + Digital Signature.
Phase 2: Shareholder Approval
- Board Resolution: Approve EGM for director appointment.
- EGM Notice: Notify shareholders 21 days pre-meeting.
- Shareholder Resolution: Pass ordinary resolution (>50% votes)
Phase 3: Post-Appointment Compliance
- File Forms:
- DIR-12 (ROC) within 30 days
- MGT-14 (Resolution copy)
- Update Registers: Director Register + KMP Register.
- Tax Updates: GST, PAN, TAN records.
Checklist for New Director Onboarding
| Director | Company |
|---|---|
| PAN Card | EGM Notice & Minutes |
| ID Proof (Aadhaar/Passport) | DIR-2 (Consent Letter) |
| Address Proof (Utility Bill) | Board Resolution Copy |
| Digital Signature (DSC) | Updated AOA (if amended) |
| Passport Photo |
Risks of Non-Compliance
- Operational Halt: Below 2 directors → Company dissolution risk
- Legal Penalties:
- ₹1,000/day for delayed DIR-12 filing
- Director disqualification for Section 164 violations
- Shareholder Disputes: Unapproved appointments void board decisions
Your End-to-End Board Expansion Partner
We go beyond paperwork: 🔹 Strategic Profiling: Identify skill gaps (e.g., financial/tech expertise) 🔹 Disqualification Screening: Background checks via MCA databases 🔹 EGM Management: Draft resolutions, issue notices, record minutes 🔹 Post-Appointment Compliance: DIR-12 filing + statutory register updates 🔹 Dispute Resolution: Handle shareholder objections/NCLT appeals
Case Study: Added 3 independent directors for a fintech client – completed in 11 days vs. 45-day industry average.
Ready to Strengthen Your Leadership?
Don’t risk compliance gaps or governance lapses. Contact Us for:
- Urgent director appointments
- AOA amendments for board expansion
- Bulk onboarding for corporate groups
- Annual board health audits