Minimum Number of Directors
- A private limited subsidiary requires at least two directors.
- A public limited subsidiary requires at least three directors.
- One of the directors must be a resident in India, staying for at least 182 days in a financial year.
- All directors must obtain a Director Identification Number (DIN).
- Foreign nationals can be appointed as directors subject to compliance with Indian laws.
Director Identification Number (DIN)
- Every proposed director must apply for a DIN through the MCA portal.
- DIN is a unique identification number issued by the Ministry of Corporate Affairs.
- DIN must be mentioned in all statutory filings and board documents.
- The application requires personal details, identity proof, and photographs.
- Approval of DIN is mandatory before incorporating the subsidiary.
Digital Signature Certificate (DSC)
- Directors must have a valid Digital Signature Certificate to sign electronic forms.
- DSC is issued by licensed certifying authorities in India.
- It is required to file the incorporation documents online with the MCA.
- DSCs are valid for 1 to 2 years and can be renewed.
- The DSC holder is responsible for the authenticity of signed documents.
Board Composition Rules
- The board must include individuals with valid DIN and DSC.
- The composition should comply with sectoral laws and foreign investment norms.
- For public subsidiaries, one-third of directors must retire by rotation.
- Woman director and independent director requirements apply only in certain cases.
- Board members must act in accordance with fiduciary responsibilities.
Regulatory and Compliance Requirements
- Directors must declare their consent to act in Form DIR-2.
- Disclosure of interest in other entities is filed using Form MBP-1.
- Directors are bound by the provisions of the Companies Act, 2013.
- Non-compliance by directors may lead to penalties or disqualification.
- Annual filings must list all directors with updated details and changes.
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