APPOINTMENT OF FOREIGN DIRECTOR IN THE BOARD OF DIRECTORS PANEL OF A COMPANY:-
Any person, including a foreign director, must have a Digital Signature Certificate and a valid Director Identification Number. Further, their appointment and resignation has to be reported to the Registrar of Companies within 30 days of such event.
Although provisions under FEMA have no such additional requirement around the appointment of a director, a valid Indian employment visa would be required for appointment as a managing director or a whole-time director.
While a director is paid as per his agreement with the company, limits on managerial remuneration have been defined in certain cases under Companies Act for public companies.
Following are the Steps to be followed for Appointment:-
DSC (Digital Signature Certificate) of Appointing person to be obtained following documents required for the same:
Proof of Identity: Copy of Passport, Passport issued by the country of residence.
Proof of Address:-
latest Mobile Bill or
Bank statement or
Electricity Bill mentioning the address of residence.
(If address is in language other than English then translation in English language required.)
After getting DSC, Director Identification Number is to be obtained following documents required for the same:
1- Passport Size Photograph
Proof of Identity:- Copy of Passport, Passport issued by the country of residence.
Proof of Address:- a. latest Mobile Bill or
Bank statement or
Electricity Bill mentioning the address of residence.(If address is in language other than English then translation in English language required.
Copy of citizenship (if any) card
Authority Letter from the Existing Director of the Company in which the appointment if proposed to be done.
Form DIR-12 is to be filed with the Ministry of Corporate Affairs, following documents required for the same:
DIR-2: Consent to act as Director of the Company.
DIR-8 (Intimation by Director about his interest in other entities and Disqualification under section 164 of the Companies Act, 2013).
Letter of Appointment from the company.
Resolution passed by the Company for his/her appointment.(Board Meeting/Shareholders Meetings)
Please note the below:-
All documents mentioned above should be notarized before the Notary (Public) of the country of origin and be duly Apostillised.
All the documents mentioned for the Directors will be required in two sets, duly notarized and apostillised as mentioned.
All documents to be in English, if not then translation will be required which also will be duly notarized and apostillised.
Resignation of a Foreign Director from the Board of Directors Panel of a Company:-
As Per Section 168 of Companies act 2013, a director may resign from his office by issuing a notice in writing to the company.
While receiving such notice, the Board should take note of the same and the company shall inform the Registrar in such manner, within such time and in such type as may be recommended and shall also put the fact of such resignation in the report of directors placed in the immediately following general meeting of the company.
On condition that a director may also forward a copy of his resignation with detailed reasons for the resignation to the Registrar within 30 days of resignation in prescribed manner
A director can resign after giving a written notice to the company and on receipt of the notice of resignation next step would be to inform the Registrar of Companies after that company will propose all the facts and reports in the following General Meeting.
According to Rule 15, the company shall inform the Registrar in Form DIR- 12 within 30 days from the date of receipt of notice of resignation from a director. Company must file DIR-12 within 30 days of receipt of notice of resignation by the director.
According to Rule 16, where a director resigns from his office, within 30 days from the date of resignation, he shall forward to the Registrar a copy of his resignation with reasons for the resignation in Form DIR-11. This should accompany with the fee as recommended in the Companies Rules, 2014 (Registration Offices and Fees).
If a company has already filed Form DIR-12 with the Registrar under Rule 15, a foreign director of such company resigning from his office may approve in writing a practising chartered accountant or company secretary or cost accountant or any other resident director of the company to sign Form DIR-11 and file the same on his behalf informing the grounds for the resignation.
As Section 168(2), Companies Act, 2013, the resignation of a director shall take effect from the date on which the “Notice is received” by the company in the notice or the date mentioned by the director which is later.
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