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How to Appoint or Add New Director in Public Limited Company

Online Legal India LogoBy Online Legal India Published On 14 Jul 2021 Updated On 17 Feb 2022 Category Public Limited Company Registration

According to Section 149(1) of the Companies Act 2013, the Public Limited Company Registration rule says you need to have at least three directors to run a public limited firm. You can appoint a new full-time director along with the existing directors.

Certain company rules permit you to add a new director along with the existing directors in a public corporation.

A General Meeting
 

The usual procedure is to raise and pass a resolution in the general meeting for appointing a new director in a public limited company. 

Taking the approval of the shareholders in the general meeting before appointing a new director in the public limited company. Here, the decisions can be made like tax filings and other business compliances as well. 

The annual general meeting or an extraordinary general meeting is the way to appoint a new director in a public limited company or a public firm.

There is a question that always arises regarding what to do when you need to appoint a director in an emergency in a public limited company?

Well, the solution is to appoint the new director by conducting a board meeting if you don’t have the adequate time to appoint a new director by arranging an annual general meeting.

The Procedure to Appoint a New Director 
 

When you want to appoint a new director through the normal procedure like holding an Annual General Meeting you have to follow a few simple steps. 

  1. The official notice for the directors to call a board meeting.
  2. A Board Resolution should be passed before calling the general meeting.
  3. All the shareholders should be informed well-before-time before the general meeting.
  4. In the general meeting, you have to pass the resolution about appointing a new or an additional director.
  5. The role of MCA (Ministry of Corporate Affairs) is important while appointing a new board director.
  6. The public limited company has to file the DIR-12 form with the MCA (Ministry of Corporate Affairs) within a maximum of 30 days of appointing a director. 

This is the formal procedure of appointing a new director in a public limited company.
 

 

Appointment of Independent Directors
 

Section 149(10) of the Companies Act 2013 deals with the appointment of independent directors in a public limited company.

Section 152 says an independent director can be appointed to the board of a public limited company for five consecutive years.

Appointment of Woman Directors
 

Section 149(1) of the Companies Act 2013 says you have to appoint a woman director in a public limited company under certain criteria.

The criteria are:
 

  • If the Paid Up Capital of the Public Limited Company is Rs. 100 Crore or more than it.
  • The Turnover of the Public Limited Company is Rs. 300 Crore or more than it.

These are clauses when you have to appoint a woman director in a public limited company.

The Official Documents of Appointing a New Director
 

A newly appointed director must have the necessary documents for being appointed as a new director.

You can take a look at the documents: 

  1. Digital Signature Certificate (DSC) of the new director.
  2. Director Identification Number (DIN) of the newly-appointed director.
  3. Unanimity or consent of the director that he/she is ready to take the responsibility of a director by signing in DIR-2.

These are the three documents required for appointing a new director in the public limited company.  

How Online Legal India™ Can Help You in Registration
 

The Public Limited Company Registration can be done in India through online mode with the help of the Online Legal India™ experts.

The experts of Online Legal India™ will collect the Identity proof, Address proof, PAN card details from the directors and directors to register public limited company.

The experts will also collect the AoA (Article of Association) or MoA (Memorandum of Association) from the company directors and will fulfill all the necessary official work. 

Final Words 
 

Both the appointment of a new director in a public limited company or registration of a public limited company are easy as well as tough.

You can take the experts' help as well for executing both the work swiftly in a hassle-free way.


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