Board Resolution Format for Appointment of Additional Director
Appoint an additional director by board resolution and download a certified true copy as a Word file.
What it is
Under Section 161(1) of the Companies Act, 2013, the Board can appoint an additional director if the articles of association allow it. An additional director holds office until the next annual general meeting, or the last date on which it should have been held, where members can regularise the appointment.
When it is used
- Adding a director between two annual general meetings.
- Bringing in an investor nominee or professional director.
- Replacing a director who has resigned, pending member approval.
What the template covers
- Company and board meeting details
- Director name, parentage, DIN, PAN and address
- Category of director and effective date
- Authority to file DIR-12 and update registers
- Certification by the chairman
Details you will need
The generator asks for the following. Fields marked with an asterisk in the form are required; the rest can be left blank and filled in later in Word.
Company
Company Name; CIN; Registered Office
Meeting
Board Meeting Date; Place
Appointee
Director Name; S/o, D/o or W/o; DIN; PAN; Address; Category; Effective Date of Appointment
Authentication
Chairman Name; Chairman DIN
Stamp duty, registration and filing
The person must hold a DIN and give consent in Form DIR-2 and a declaration of non-disqualification in Form DIR-8. The company files Form DIR-12 with the Registrar within 30 days of the appointment.
Generate the BR — Appointment of Additional Director
Fill in the form and download the draft as a Word file. It is a general template, not legal or professional advice; have it reviewed for your facts before you sign or rely on it.
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Frequently asked questions
How long can an additional director hold office?
Until the next annual general meeting, or the last date on which it should have been held, whichever is earlier. The members can then appoint the person as a director.
What forms are needed to appoint a director?
The director gives consent in DIR-2 and a DIR-8 declaration; the company files DIR-12 within 30 days of the appointment.
Can a person without a DIN be appointed?
A person needs a DIN before appointment as director of an existing company, obtained through Form DIR-3.
This page gives general information for reference only. Laws, stamp duty rates and filing requirements change and differ between States, so confirm the current position for your case. Related: all document templates · free tax calculators · compliance calendar and guides.