Board Resolution for Appointment of Director
All private limited companies must have a minimum of two Directors at all times and can have a maximum of seven Directors. One person company is required to have one director and limited companies are required to have a minimum of three directors. The first directors of a private limited company are appointed at the time of incorporation of the company and are named in the Articles of Association of the Company. After appointment of first Directors, Directors can be subsequently added to the Board of Directors of the Company in a General Meeting. To act as a Director, the person must provide his/her consent by submitting consent to act as Director.
Download Board Resolution for Appointment of Director Format
You can also download the Board Resolution for Appointment of Director format in the following formats.
Appointment of Director
The Format of Board Resolution for Appointment of Director of a Company can be used to record the appointment of Director in a General Meeting. For a person to become a Director in Private Limited Company, he/she requires a Director Identification Number (DIN Number). DIN Number can be obtained for any person over the age of 18 by applying to the DIN Cell. Once, DIN and Digital Signature is obtained for the Director to be appointed, Board Resolution can be executed to complete the appointment of director.
Types of Director
The following types of Director can be appointed in a Board Meeting.
A “Managing Director” means a Director who, by virtue of Articles of Association of a Company or an agreement with the company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of affairs of the company.
Whole-time Director or Executive Director
An Executive Director or whole-time Director is someone in full-time employment of the company.
An “Ordinary Director” means a simple Director who attends the Board meetings of a company and participate in the matters put before the Board of Directors. These Directors are neither whole-time Directors or Managing Directors.
An Additional Director is someone appointed by the Board of Directors between two annual general meetings subject to the provisions of the Articles of Association of a Company. Additional Directors shall hold office only upto the date of the next annual general meeting of the Company. Number of Directors and additional Directors of a company together shall not exceed the maximum strength fixed for the Board of Directors by the Articles of Association.
Alternate Director is someone appointed by the Board of Directors in a general meeting to act for a Director called the “original director” during his absence for a period of not less than three months from India. Generally, alternate Directors are appointed for a person who is Non-Resident Indian (NRI) or for foreign collaborators of a company.
Any Director possessing professional qualifications and do not have any pecuniary interest in the company are called Professional Directors. In large companies, Professionals are sometimes appointment to the Board to utilize their expertise in the management of the Company.
Banks and Private Equity investors who grant debt or equity assistance to a company generally impose a condition as to appointment of their representative on the Board of the concerned Company. These nominated persons are called as nominee Director.