Add or Change Director to Your Company

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Overview of Appointment of New Director in Company

The director is the most significant personality in a company since he or she oversees all activities. He or she directs the organisation to reach the desired goals, objectives, and so on. Companies appoint or add new directors to bring in fresh talent or in response to the departure of an existing directory. The addition or change in the company’s directors should be reported to the Ministry of Corporate Affairs (MCA). The modification has no effect unless an addition or change in the director is made to the MCA (Ministry of Corporate Affairs). 


Changes or additions to the board of directors must be approved by the shareholders. In the following instances, a change in the director is required: 


  • Bringing in new talent – Hiring new talent is necessary for corporate growth, as well as the development of new strategies and collaborations. Experts are required to lead the team whenever a new product line or department is added.


  • Incapacity of existing directors – Existing directors are unable to work for an extended period due to retirement/death/other personal reasons. As a result, to ensure that the organisation functions properly within the limits set for directors, the corporation appoints a new director.


  • Statutory restriction on the number of directors – A private limited company must have two directors, whereas a public limited company must have three. If the number of directors falls below the stipulated limit at any time during the company’s existence, the company must appoint a new director within 6 months.


  • Assign operational responsibilities without diluting ownership – Directors are in charge of day-to-day operations. The appointment of a new director is made with the approval of the shareholders. Shareholders provide operational tasks to directors while maintaining strategic control. Existing shareholders’ ownership and voting rights are unaffected by the election of a new director.

From getting a DIN for the new director, drafting the resolution, to filing Form DIR-12, team Law Suvidha will take care of everything! Get the process started!

Benefits of Adding/Changing Directors

People frequently change or add directors to their companies because of the following benefits:

Attracting new talent

As your company progresses, you will need to bring on new talent to meet current requirements and obstacles. It’s reasonable to increase or modify top-level management.

No dilution of ownership

Directors are generally responsible for a company’s day-to-day operations. Adding or nominating a new director allows shareholders to delegate greater operational duties while maintaining strategic oversight.

Existing directors’ inefficiency

The current directors may fail to satisfy the demands of the job owing to retirement, family troubles, medical illnesses, or other personal reasons. In such instances, appointment of new directors becomes pertinent.

Complying with statutory requirements

Every sort of business requires a specific number of directors. If a current director dies unexpectedly or prefers to retire, the need to appoint another director soars high.

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Documents Required for Addition of Director

  • Passport
  • Identification proof (PAN card)
  • Proof of residence (electricity bill, rental agreement, Aadhar Card, voter ID, passport, driving licence)
  • Passport size photograph
  • Digital signature certificate of the proposed director
  • PAN card: mandatory for an Indian applicant
  • Passport: mandatory for a foreign applicant.

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Frequently Asked Questions (FAQ)

If the total number of directors in a public or private limited company is lower than the stipulated number, the firm must appoint a new director within 6 months following the death/resignation or removal of a director.

According to the Companies Act of 2013, a director must be at least 18 years old and competent. The permission of members is also necessary for the selection of a director.

No, a body corporate cannot serve as a director of a corporation. Only one person can be selected as a director in the company. 

The forms required to be filled to add a new director to a company are as follows:

  • Form DIR -12
  • Form DIR – 2
  • Form DIR-8
  • Form MBP -1
  • Form MGT 14