A company is an artificial person and cannot act by own. It can only act by director. A director is a person who has the responsibility for managing the company’s business activities. The role of a director is to supervise the day to day activities of the company, so there is no requirement to also be an owner of the company before appointed as a director. However, a company can offer the share to the director and the director has a right to avail the same. A company can add or remove a director by various reasons but before removing a director from a company, it is mandatory to ensure that the Company would have the minimum number of Director as per requirement. A Private Limited Company is required to have atleast 2 Directors and a Public Limited Company is required to have ateast 3 Directors.
Director Identification Number (DIN) is mandatory for every person proposed to be appointed.
Articles of Association (AOA) of a company determine the procedure by which a director can be appointed or removed. However, in case if provisions are not mentioned in the Articles of association of the company then the provisions of the companies act, 2013 shall apply.
By passing the ordinary resolution in the General Meeting or extra general meeting, a director of the company can be appointed or removed by the shareholder. After the completion the process of change in the directorship, a notice to Registrar of companies (ROC) must be given within the prescribed time limit.
