Adding A Director Resolution

All companies must have Directors to manage the business and formulate policies. A private company must have a minimum of two Directors and a maximum of fifteen Directors. One person companies must have one Director, and public companies must have a minimum of three Directors. Hence the Directors that are appointed at the time of incorporation of private limited companies are named in the Articles of Association. Subsequently when Directors have to be added a resolution for adding a Director must be passed in the General Meeting.

Types of Director

A board resolution can be passed to appoint the following type of Directors:

• Managing Director 
  A managing Director is one who is entrusted with substantial powers of management of affairs of the company by virtue of Articles of Association or an agreement with the company or a resolution passed in its general meeting or by its Board of Directors.
• Whole Time Director or Executive Director 
  An Executive Director or whole-time Director is in full-time employment of the company.
• Ordinary Director 
  An ordinary Director is one who attends the Board Meetings and participates in the matter put before the board. He has no special powers or responsibilities.
• Additional Director 
  An additional Director is a Director appointed by the Board of Directors between two annual general meetings and holds office only till the next general meeting. The additional Director, along with the existing Director count, must not exceed the maximum strength fixed for the Board of Directors.
• Alternate Director 
  An alternate Director is appointed by the Board of Directors in place of an “ordinary Director” during his absence for a period not less than three months from India. Generally, the alternate Directors are appointed in place of a Non-Resident Director or for foreign collaborators of the company.
• Professional Director 
  A Director possessing professional qualifications is appointed to the Board to utilize their expertise in the management of the company.
• Nominee Director 
  Banks and Private Equity Investors generally appoint their representatives to the board, and such Directors are called Nominee Directors.

Appointment of Director

The following format of Board resolution can be used to record the appointment of Director in a General Meeting.

The Directors must have a Director Identification Number and Digital Signature to be appointed as the Director.

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