Template Description
This resolution is for the appointment of a director during an Extra-Ordinary General Meeting (EOGM) of a company. This template is 2-page MS Word file which is mandatory for companies seeking to formally appoint a new director under the Companies Act, 2013. Intended user include companies, company secretaries, and legal professionals as part of their board procedures.
Understanding the EGM Resolution - Director Appointment
Key Considerations:
Confirm that the appointed director meets the eligibility criteria outlined in the Companies Act, 2013.
Include the DIN of the new director in the resolution for proper identification.
Ensure that proper documentation, such as the director's consent and forms, are submitted to the RoC for compliance Specify the effective date of the director's appointment and the resolution’s validity until it is revoked or amended by a future resolution
Procedure for Director Appointment:
Convene EOGM:
Schedule and hold an Extra-Ordinary General Meeting (EOGM) at the company's registered office to consider the appointment.
Approval of Resolution:
During the EOGM, present and pass the ordinary resolution for the appointment of the proposed individual as a director in accordance with Section 152 of the Companies Act, 2013, and the applicable rules.
Terms of Appointment:
Specify the terms and conditions of the appointment as decided by the Board of Directors and approved by shareholders during the EOGM.
Director’s Consent and DIN:
Ensure the proposed director has provided written consent to act as a director, and their Director Identification Number (DIN) is stated in the resolution.
Authorization:
Authorize a director of the company to execute all necessary formalities, including filing forms with the Registrar of Companies (RoC), to officially appoint the director.
Conclusion
The appointment of a director is a critical step in maintaining the leadership and governance of a company. This board resolution formalizes the appointment process, ensures compliance with the Companies Act, 2013, and authorizes a director to complete all necessary formalities. The resolution also establishes the terms of the appointment and ensures that all actions align with the company’s Articles of Association and legal requirements.