The Articles of Association of a corporation are the source of authority from which the Board derives the right to add new directors to the Board or dismiss existing ones, according to sections 161 of the Companies Act, 2013. The addition of Directors must be allowed under the Articles of Incorporation. The person appointed must be eligible under the relevant provisions of the Articles of Association and must offer written consent to serve as a director, which the business must record.

A company can appoint up to 15 directors maximum. The minimum number of directors required for each type of business is as follows, according to section 149(1)(a) of the Companies Act, 2013:

  • On Person Company : Consist of single director
  • Private Company : Consists of two directors
  • Public Company : Consists of minimum three directors

Directors Categories

  • Women Directors
  • Resident Directors
  • Independent Directors
  • Nominee Directors
  • Alternate Directors
  • Additional Director

Need to Add or Change Directors

Existing directors' ineffectiveness

In some circumstances, the established directors may or may not be able to faithfully serve the corporation. In such cases, the company appoints new directors to ensure that their production is not harmed. This could be due to retirement, family troubles, other personal reasons, or medical ailments. As a result, corporations must conduct the termination and addition of new directors from time to time in order to assure their continuous growth and success.

No Ownership dilution

The day-to-day operations of a firm are essentially the responsibility of directors. The shareholders can give extra operational tasks without sacrificing strategic control by adding or nominating an additional director. Due to the fact that a Director does not subscribe for or possess any share capital, ownership and voting rights stay with the shareholders, preventing any dilution.

Introducing new talent

A fiercely competitive business environment makes it critical for businesses to maintain a competitive edge at all times. Businesses go through many changes in terms of strategy, policies, and objectives as they expand and adapt. As a result, corporations occasionally require new expertise to assist in the development of new strategies and business plans. Furthermore, as new corporate alliances arise, new talent is necessary to bridge gaps and assure the organization's seamless operation. As organisations grow and expand into new sectors, team leaders and experts can transition from management to directorship to assist the company maintain momentum.

To stay within the legal limit

In some situations, due to the sudden death or retirement plans of existing Directors, firms fall short of the minimum number of directors needed under the Companies Act. As a result, such private and public firms must appoint new directors within six months in order to continue operating legally.

Required Documents

  • Self-attested Passport Identification Proof (PAN card)
  • Passport
  • Proof of address (electricity bill, rental agreement, Aadhar Card, Voter ID, Passport, Driving License)
  • A passport-sized photograph
  • Certificate of Digital Signature of the proposed Director

(For an Indian applicant, a PAN card is required; for an international applicant, a passport is required.)


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