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Regularization of Additional Director

About of Service

Our Services: Regularization of Additional Director

Our Scope of Services

1. Initial Consultation and Assessment:

  • Consultation: Conduct an initial consultation to understand your specific needs and the current status of the Additional Director’s appointment.
  • Regulatory Guidance: Provide guidance on the legal and procedural requirements for regularizing an Additional Director under the Companies Act, 2013.

2. Documentation Preparation:

  • Board Resolution: Draft and prepare the necessary board resolution for the appointment of the Additional Director, confirming their appointment and approval by the board.
  • Consent Form: Obtain the written consent of the Additional Director to act in their capacity.
  • Declaration: Prepare and collect a declaration from the Additional Director confirming that they are not disqualified from being a director.

3. Compliance with Legal Requirements:

  • Filing of eForm DIR-12: Prepare and file eForm DIR-12 with the Registrar of Companies (ROC) to notify the appointment of the Additional Director. This includes providing details such as the director’s DIN (Director Identification Number) and the date of appointment.
  • Update Company Records: Ensure that the company’s statutory records, including the register of directors and the board’s minutes, are updated to reflect the appointment.

4. Shareholder Approval (if applicable):

  • Special Resolution: If required, prepare and assist in drafting a special resolution for shareholder approval of the Additional Director’s appointment at the next annual general meeting (AGM) or an extraordinary general meeting (EGM).
  • Meeting Coordination: Help organize the meeting and manage the process of obtaining shareholder approval.

5. Post-Appointment Compliance:

  • Update of Records: Ensure that all company records, including the Register of Directors and any other statutory documents, are updated to include the Additional Director.
  • Regulatory Follow-Up: Monitor for any additional compliance requirements and ensure that all regulatory obligations are met.

6. Ongoing Support:

  • Compliance Monitoring: Provide ongoing support to ensure continued compliance with director-related regulations and requirements.
  • Amendment Assistance: Assist with any required amendments or changes in the future, including additional filings or updates.

Why Choose Our Services

  • Expertise: Our team has extensive experience in handling the regularization of Additional Directors, ensuring adherence to legal and regulatory requirements.
  • Accuracy: We ensure that all documentation and filings are accurate and complete, minimizing the risk of compliance issues.
  • Timeliness: We manage the process efficiently to meet all deadlines and avoid penalties or delays.
  • Personalized Support: We offer tailored solutions to meet the specific needs of your company and its directors.

Uses and Benefits
  • Documentation Preparation and Collection
  • Initial Consultation and Assessment
  • Compliance and Filing
  • Shareholder Approval (if applicable)
  • Post-Appointment Compliance
  • Ongoing Support and Updates

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Charges Structure & Our Scope of Work

Additional Disclosure

  1. Board Resolution: A resolution passed by the Board of Directors authorizing the appointment of the Additional Director and specifying the date of appointment.

  2. Consent Letter: A letter of consent from the Additional Director accepting the appointment to the Board.

  3. Director's Details: Information about the Additional Director, including name, address, DIN (Director Identification Number), qualifications, experience, and any other directorships held.

  4. Disclosure of Interest: Any disclosures related to conflicts of interest or relationships with the company that the Additional Director may have.

  5. Period of Office: Duration of the appointment and any conditions related to the term of office.

  6. Remuneration: Details of remuneration, if any, payable to the Additional Director for their services.

  7. Regulatory Filings: Submission of necessary forms and documents with the Registrar of Companies (ROC) or other regulatory authorities, as required by law.

Terms & Conditions

Documents & Detail Required

Documents Required for Regularization of Additional Director

  1. Board Resolution:

    • Board Meeting Minutes: A certified copy of the board resolution passed at the board meeting, approving the appointment of the Additional Director.

  2. Consent and Declaration:

    • Consent to Act as Director (DIR-2): Written consent of the Additional Director to act in their capacity.
    • Declaration (DIR-8): Declaration by the Additional Director that they are not disqualified from being appointed as a director under the Companies Act, 2013.

  3. Additional Director's Details:

    • Director Identification Number (DIN): Copy of the Additional Director’s DIN (if not already provided).
    • Personal Identification Proof: Government-issued ID such as PAN card (for Indian directors) or passport (for foreign directors).
    • Proof of Address: Recent utility bill, bank statement, or rental agreement showing the director’s residential address.
    • Photograph: Recent passport-sized photograph of the Additional Director.

  4. Form DIR-12:

    • Form DIR-12: Completed and signed eForm DIR-12 for the appointment of the Additional Director. This form needs to be filed with the Registrar of Companies (ROC).

  5. Company Records:

    • Register of Directors: Updated register of directors to include the new Additional Director.
    • Board Minutes: Minutes of the board meeting where the appointment was approved.

  6. Shareholder Approval (if applicable):

    • Special Resolution: If required, a copy of the special resolution passed by the shareholders to approve the appointment of the Additional Director at the next AGM or EGM.

  7. Form MGT-14 (if applicable):

    • Form MGT-14: Filing of this form with the ROC may be required if the appointment of the Additional Director needs to be communicated to the Registrar.

  8. Other Required Forms:

    • Any Other Forms: Depending on specific company requirements or changes in regulations, additional forms or declarations may be required.

Additional Notes:

  • Digital Signature Certificate (DSC): Ensure that the forms are digitally signed by the authorized person (usually the company secretary or a director).
  • Filing Deadlines: Ensure that all documents and forms are submitted within the specified deadlines to avoid penalties or non-compliance issues.

Please Note Down Your Querie

OUR REVIEW

FAQ'S

1. What is the regularization of an Additional Director?

The regularization of an Additional Director involves formally appointing an Additional Director as a permanent director on the board of the company. This process ensures that the appointment is compliant with legal requirements under the Companies Act, 2013, and that the Additional Director's position is officially recorded and approved.

2. Who is considered an Additional Director?

An Additional Director is a director appointed by the board of directors to fill a vacancy or as a temporary addition. Their appointment is typically subject to approval by the shareholders at the next annual general meeting (AGM) or extraordinary general meeting (EGM) to become a regular director.

3. What documents are required for the regularization of an Additional Director?

Required documents include: Board Resolution: Certified copy of the board resolution approving the appointment. Consent Form (DIR-2): Written consent from the Additional Director to act as a director. Declaration (DIR-8): Declaration from the Additional Director confirming they are not disqualified to be a director. Personal Identification Proof: PAN card for Indian directors or passport for foreign directors. Proof of Address: Utility bill, bank statement, or rental agreement showing the director’s residential address. Photograph: Recent passport-sized photograph of the director. eForm DIR-12: Completed eForm DIR-12 for filing with the Registrar of Companies (ROC).

4. How is the Additional Director regularized?

The Additional Director is regularized by: Filing eForm DIR-12 with the ROC, which notifies the appointment of the Additional Director. Obtaining shareholder approval through a special resolution at the next AGM or EGM, if required. Updating company records to include the Additional Director’s details.

5. What is the role of the board resolution in the regularization process?

The board resolution is crucial as it formally documents the board's decision to appoint the Additional Director. It serves as proof of the appointment decision and is required for filing eForm DIR-12 with the ROC.

6. Is shareholder approval always necessary for regularizing an Additional Director?

Yes, shareholder approval is typically required for the regularization of an Additional Director. The Additional Director must be approved by shareholders through a special resolution at the next AGM or EGM, unless they were appointed under specific provisions that exempt them from this requirement.

7. What is eForm DIR-12 and how is it used?

eForm DIR-12 is an electronic form used to notify the ROC about the appointment of directors, including Additional Directors. It contains details such as the director’s DIN, name, address, and the date of appointment. It must be filed within 30 days of the appointment.

8. What if the Additional Director is not regularized on time?

If the Additional Director is not regularized within the stipulated time frame, their appointment may be considered invalid, and they may not be recognized as a director. This can lead to compliance issues and potential penalties for the company.