Appointment of Directors under Companies Act 2013 - Section
Generally, in a public company or a private company
subsidiary of a public company, two-thirds of the total numbers of Directors
are appointed by the shareholders and the remaining one-third’s appointment is
made as per Articles and failing which, shareholders shall appoint the
In a private company, which is not a subsidiary of
a public company, the Articles can prescribe the manner of appointment of any
or all the Directors. In case the Articles are silent, the Directors must be
appointed by the shareholders.
Any company which wants to follow the principle of
Proportional representation, the Companies Act also permits the Articles to
provide for the appointment of two-thirds of the Directors accordingly.
Nominee Directors can be appointed by a third party
or by the Central Government in the event of oppression or mismanagement.
1. Every director should be appointed by the
company in general meeting as per the provision of the Act.
2. Director Identification Number is compulsory for
appointment of director of a company.
3. Every person proposed to be appointed as a
director shall furnish his Director Identification Number and a declaration
that he is not disqualified to become a director under the Act.
4. A person appointed as a director should give his
consent to hold the office of director in physical form on or before his
appointment i.e., Consent to act as a director of a company.
5. Company should file Form with the Registrar of Companies
mentioning particulars of appointment of directors and Key Managerial Persons
along with the Consent form signed by Directors, as an attachment within 30
days of the appointment of a director with necessary fee.
6. Articles of the Company may provide the
provisions relating to retirement of the all directors. If such provision
relating to retirement are not made in the articles. Provision in the Act will
“First directors” mean those directors who hold
office from the date of incorporation of the company. The first directors are
usually named in the articles of association or are appointed by the directors.
In the case of a One Person Company, an individual
being a member shall be deemed to be its first director until the director(s)
are duly appointed by the member in accordance with the provisions of Section