1. Minimum Number of Directors Required

• A Section 8 company must have a minimum of two directors if it is incorporated as a private limited company.
  
• If incorporated as a public limited company, it must have at least three directors.
  
• These minimums are mandated under the Companies Act, 2013.
  
• The actual number may be increased based on the needs of governance and operations.
  
• The count must be maintained at all times after incorporation.
  

2. Maximum Number of Directors Allowed

• The maximum number of directors permitted without special approval is fifteen.
  
• To appoint more than fifteen directors, a special resolution must be passed.
  
• There is no restriction on the number of members or shareholders.
  
• The limit helps ensure manageable governance and accountability.
  
• Larger boards may be permitted if justified by the company’s size and scope.
  

3. Director Identification Number (DIN) Requirement

• All directors must obtain a Director Identification Number (DIN) before appointment.
  
• DIN is a unique ID issued by the Ministry of Corporate Affairs (MCA).
  
• It is used in all official filings and compliance submissions.
  
• Application for DIN is typically made through the SPICe+ form.
  
• DIN ensures traceability and legal accountability of directors.
  

4. Indian Resident Director Mandate

• At least one director must be a resident of India, defined as living in India for at least 182 days during the financial year.
  
• This requirement ensures effective local governance and communication.
  
• The resident director can be either an Indian citizen or a foreign national meeting the residency condition.
  
• This is mandatory irrespective of whether the company is private or public.
  
• Resident status must be maintained throughout the director’s tenure.
  

5. Additional Compliance for Directors

• Directors must not be disqualified under Section 164 of the Companies Act, 2013.
  
• They must provide declarations confirming eligibility and willingness to act.
  
• Digital Signature Certificates (DSC) are required for e-filing incorporation documents.
  
• They are responsible for ensuring statutory compliance and ethical conduct.
  
• Their roles and duties are governed by the Act and the company’s Articles of Association.