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Can an OPC have multiple directors?

Legal Provision

  • The Companies Act, 2013 permits an OPC to appoint more than one director.
  • Although only one member is allowed, there is no restriction on the number of directors (within limits).
  • An OPC must have at least one director, who may also be the sole member.
  • The law allows for a maximum of 15 directors without requiring any special resolution.
  • More than 15 can be appointed only by passing a special resolution, if needed.

Appointment Flexibility

  • The sole member can appoint additional directors to support business functions.
  • Directors can be appointed at the time of incorporation or later through formal resolutions.
  • These directors can take on operational, financial, or strategic responsibilities.
  • The appointment must be supported by documentation such as consent (Form DIR-2) and DIN.
  • All appointments must be notified to the Registrar of Companies (RoC).

Role and Responsibility

  • Additional directors share management duties and statutory obligations with the primary director.
  • They may be involved in day-to-day decisions, signing authority, or external representation.
  • Each director has fiduciary responsibilities under the Companies Act.
  • Directors are required to act in good faith and the best interest of the company.
  • All directors must ensure compliance with legal, tax, and governance requirements.

Compliance and Reporting

  • All directors must obtain a Director Identification Number (DIN) before appointment.
  • Their details must be recorded in the company’s statutory registers.
  • Changes in directorship must be reported to the RoC using Form DIR-12.
  • Directors may be required to sign financial statements, board resolutions, and compliance forms.
  • The OPC must maintain proper records of board meetings and decisions when more than one director is involved.

Advantages of Having Multiple Directors

  • Additional directors bring expertise, oversight, and accountability to the business.
  • They can assist in scaling operations, managing departments, or handling specific functions.
  • It enhances the company’s credibility and structure, especially when dealing with clients or investors.
  • Helps distribute workload and ensures continuity in case one director is unavailable.
  • Though the ownership remains with one member, directors can professionally manage growth and compliance.

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