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Nominee Director Filings
A Nominee Director is appointed to the board of a company by a specific entity, such as a financial institution, investor, or government body, to represent its interests. Filing the nomination and appointment of a nominee director with the Registrar of Companies (ROC) is mandatory under the Companies Act, 2013. These filings ensure legal compliance and transparency in the director's role and authority.
Nominee directors play a critical role in safeguarding the interests of the entity they represent. Their appointment must be documented and filed with the ROC through prescribed forms. This filing records the director's details, ensures compliance with legal requirements, and establishes the nominee's role in the company.
Important
1. Statutory Compliance : Adheres to Sections 152 and 160 of the Companies Act, 2013.
2. Transparency : Ensures clear communication of the nominee director’s authority and role.
3. Legal Recognition : Provides a formal record of the director’s appointment with the ROC.
4. Stakeholder Confidence : Demonstrates accountability to stakeholders.
5. Avoidance of Penalties : Prevents fines and penalties for non-compliance.
Applicability
Nominee director filings are required for:
1. Companies with External Stakeholders : Representing lenders, investors, or government entities.
2. Joint Ventures and Strategic Alliances : Where nominees represent partner organizations.
3. Financially Backed Companies : Where financial institutions or banks appoint directors.
Documents Required
Features
Features & Benefits of Nominee Director Filings
Representation Role
Compliance with ROC
Transparency in Appointment
DIN Requirement
Nominee Director Filings
ImNon-Disqualification Declaration
Board and Shareholder Approval
Legally Binding Role
Penalty for Non-Filing
Annual Compliance
Comparison with Related Services
| Feature | Nominee Director Filing | Regular Director Appointment | Resignation of Director |
|---|---|---|---|
| Objective | Appoint a representative director | Appoint a company director | Remove an existing director |
| Applicable Form | DIR-12 | DIR-12 | DIR-11, DIR-12 |
| Approval Requirement | Board resolution | Board resolution | Board resolution |
| Filing Deadline | 30 days from appointment | 30 days from appointment | 30 days from appointment |
| Regulatory Body | MCA | MCA | MCA |
| Penalty for Non-Compliance | High | High | High |
Frequently Asked Questions
Who can appoint a nominee director?
A nominee director can be appointed by an external entity such as a financial institution, government body, or investor under the terms of a loan agreement, shareholder agreement, or other contractual arrangement.
Is filing Form DIR-12 mandatory for nominee directors?
Yes, Form DIR-12 must be filed with the ROC within 30 days of the appointment of a nominee director.
Can a nominee director hold multiple directorships?
Yes, provided the director complies with the limit of 20 companies as per Section 165 of the Companies Act, 2013.
What happens if the filing is not done within 30 days?
Non-filing of Form DIR-12 within the prescribed timeline attracts penalties under the Companies Act, 2013, for both the company and its officers.
Does a nominee director need a DIN?
Yes, a valid Director Identification Number (DIN) is mandatory for all nominee directors.
What is the role of a nominee director?
A nominee director represents the interests of the nominating entity, ensuring compliance with contractual or regulatory obligations while acting in the best interests of the company.