● When incorporating via SPICe+ Form, include up to three individuals’ details without pre‑obtained DINs; DINs are allotted automatically during incorporation.

● If no director is specified, initial subscribers to the MOA become first directors.

● The master data of appointed directors is updated on the MCA portal upon incorporation.

● Section 152(1): In an OPC, the sole member is its first director until a formal appointment.

● Section 149(1): Minimum directors—Public Company 3, Private Company 2, OPC 1; max 15 by default (exceed via special resolution).

● Transitional: Individuals holding >20 directorships (or >10 public) before the Act must resign from excess within one year and notify ROC.

● Mandatory Woman Director: Listed or public companies with paid‑up capital ≥₹100 crore or turnover ≥₹300 crore must appoint one woman director within one year of meeting thresholds.

1. Review AOA (Section 161(1)): Ensure Articles permit additional directors; amend AOA via shareholders’ resolution if needed.

2. Prepare Documents: Collect identity proofs, consent (Form DIR‑2), and non‑disqualification declaration (Form DIR‑8) from proposed director.

3. Director’s Consent: Obtain Form DIR‑2 (written consent to act as director).

4. File Forms with ROC:

• DIR‑2 – Consent to act as director

• DIR‑8 – Declaration of non‑disqualification

• DIR‑12 – Particulars of appointment (to be filed within 30 days of appointment)

5. Shareholder Approval (if required): Convene a General Meeting to pass resolution approving appointment.

1. Hold a Board Meeting: Propose and pass resolution for appointment; issue a formal appointment letter.

2. Convene a General Meeting: Obtain shareholders’ approval if required by AOA or Act.

3. Pass Board Resolution: Record resolution in board minutes.

4. Issue Appointment Letter: Provide Letter of Appointment to the new director.

5. File DIR‑12: Submit Form DIR‑12 with ROC within 30 days of appointment, attaching DIR‑2, DIR‑8, and board resolution.

6. Update Statutory Registers: Enter details in the Register of Directors & Key Managerial Personnel.

7. Update Other Registrations: Notify GST, ESIC, and other statutory authorities of the new director (if applicable).

8. MCA Update: New director’s details appear on the MCA portal once filings are accepted.

1. Submission of Written Resignation: Director submits a written notice to the company.

2. Board Acknowledgment: Board passes a resolution acknowledging resignation.

3. File DIR‑11 with ROC: Company files Form DIR‑11 within 30 days of acceptance, including the resignation notice and reasons.

4. Submit Resignation Notice: Attach the resignation letter to DIR‑11 for ROC records.

5. Disclosure in Board’s Report: Record the resignation in the next Board’s Report.

6. Effective Date: Resignation takes effect from the date the company receives notice or a later date specified by the director.

7. Resignation of All Directors: If all directors resign simultaneously, promoters or Central Government appoint interim directors until new directors are elected in a general meeting.

● Board Resolution & DIR‑11: Pass board resolution accepting resignation; file Form DIR‑11 with ROC, stating reasons.

● Timely Filing: Submit DIR‑11 within 30 days of resignation.

● Resignation Notice: Include a copy of the resignation notice when filing DIR‑11.

● Required Documents:

– Notice of Resignation submitted by the director

– Proof of Dispatch of the notice

– Acknowledgment copy of DIR‑11 (if available)

Ensuring these steps prevents legal issues and maintains accurate ROC records.