Board Resolution: Appointment of CFO / Key Managerial Personnel
Appoint a CFO, company secretary or whole-time director as key managerial personnel by a board resolution, with the terms and remuneration.
What it is
Section 203 of the Companies Act, 2013 requires listed companies and specified public companies to appoint whole-time key managerial personnel: a managing director or CEO or manager (or a whole-time director), a company secretary and a chief financial officer. Rule 8A also requires a whole-time company secretary in other companies with paid-up capital of ₹10 crore or more. KMP are appointed by a resolution of the board containing the terms and conditions, including remuneration.
When it is used
- A company crosses the paid-up capital threshold for KMP.
- Filling a vacancy in the office of CFO or company secretary.
- Voluntary appointment of a CFO by a private company.
What the template covers
- Company name, CIN and meeting details
- KMP name, PAN, DIN and address
- Qualification and designation
- Effective date and term
- Annual remuneration
- Authorisation to file and update registers
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
KMP Full Name; S/o, D/o or W/o; PAN; DIN (if applicable); Address; Qualification
Role
Designation; Effective Date of Appointment; Term (years); Annual Remuneration (₹)
Authentication
Chairman Name; Chairman DIN
Stamp duty, registration and filing
The appointment is filed with the ROC in Form DIR-12 within 30 days. A vacancy in the office of a whole-time KMP must be filled by the board within six months. Remuneration of a whole-time director is subject to Section 197 and Schedule V where applicable. The KMP is entered in the register of directors and KMP.
Generate the BR — Appointment of CFO / KMP
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.
Need this checked against your facts, or the registration or filing that follows (e.g. the related MCA e-form)? Contact SKAG and Associates
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Frequently asked questions
Is a CFO mandatory for a private company?
Not generally. Section 203 applies to listed companies and specified public companies; private companies with paid-up capital of ₹10 crore or more must have a whole-time company secretary.
Which form is filed for KMP appointment?
Form DIR-12 within 30 days.
Can one person be both CEO and CFO?
The Act does not prohibit it in all cases, but listed companies have specific restrictions. Check the rules for your company.
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.