Appointment of Director – Board Resolution, Consent & DIR-12 Filing
Compliant Director Appointment Under Sections 152, 161 & 164 of the Companies Act 2013 — DIN Procurement, DIR-2 Consent, and ROC E-Filing Services
Appointing a new director is a common corporate event — whether adding a co-founder, bringing in an independent director for governance, appointing a nominee director at an investor's request, or replacing a resigning director. Every director appointment must comply with the Companies Act 2013: the proposed director must hold a valid DIN, must not be disqualified under Section 164, must provide written consent in Form DIR-2, and the appointment must be intimated to the ROC using Form DIR-12 within 30 days of the date of appointment.
Directors can be appointed by the Board at any time during the year to fill casual vacancies, or by shareholders at a General Meeting as regular directors. In both cases, the appointment must be backed by a properly constituted board resolution and, for shareholder appointments, a properly convened general meeting with adequate notice. Our team handles the entire appointment process — from DIN procurement and eligibility check to board resolution drafting and DIR-12 filing.
Our Director Appointment Services
Eligibility Verification
Verifying the proposed director's eligibility under Section 164 — checking for disqualifications, existing DIN status, number of directorships held (max 20 companies; max 10 public companies), and any pending MBP-1 disclosure requirements.
DIN Procurement
For individuals without a DIN, filing Form DIR-3 with identity proof and address proof to obtain a Director Identification Number — a prerequisite for any director appointment.
DIR-2 Consent
Obtaining the proposed director's written consent to act as director (Form DIR-2) — including the statutory disclosure of interest in other companies (MBP-1) — before the board resolution is passed.
Board Resolution Drafting
Drafting the Board Resolution for appointment of the new director — specifying the category (Executive/Non-Executive/Independent/Nominee), effective date, and terms — compliant with Secretarial Standards SS-1.
DIR-12 E-Filing
Preparing and e-filing Form DIR-12 on the MCA21 portal within 30 days of appointment — with DIR-2 consent, board resolution, and verification by a practising professional where applicable.
Shareholder Ratification
For directors appointed by the Board in casual vacancies or as additional directors, managing the shareholder ratification at the next AGM — including notice drafting, explanatory statement, and post-AGM DIR-12 update if required.
Categories of Director Appointment
| Category | Appointment Authority | Ratification Required | Key Condition |
|---|---|---|---|
| Regular Director (Rotational) | Shareholders at AGM | At AGM | Must retire by rotation every 3 years |
| Additional Director | Board of Directors | At next AGM | Ceases at next AGM if not ratified |
| Alternate Director | Board (if AOA permits) | No separate ratification | Acts in absence of original director; ceases when original returns |
| Nominee Director | Board (per shareholder agreement) | At next AGM | Appointed by specific shareholder per shareholding agreement |
| Independent Director | Shareholders | Ordinary or Special Resolution | Must meet Section 149(6) independence criteria; max 2 consecutive terms of 5 years each |
| Managing/Whole-Time Director | Board + Shareholders | Special Resolution | Requires MR-1 in addition to DIR-12; Schedule V compliance |
Frequently Asked Questions
How many directors can a company have?
What is Form DIR-2 and why is it required before appointment?
Can a director be appointed without their knowledge?
Appointing a New Director? We Handle Everything — DIN to DIR-12.
Our Company Law team manages DIN procurement, eligibility verification, DIR-2 consent, board resolutions, and DIR-12 filing — ensuring your director appointment is legally complete and filed on time.
Appoint Director Now