Board Resolution: Appointment of CEO / CFO / Company Secretary as KMP
Appoint a chief executive officer, chief financial officer or company secretary as key managerial personnel, with the terms of appointment.
What it is
Key managerial personnel (KMP) under Section 2(51) of the Companies Act, 2013 include the CEO or managing director or manager, the company secretary, the whole-time director and the CFO. Under Section 203, KMP are appointed by a resolution of the board containing the terms and conditions, including remuneration. A company secretary must be a member of the Institute of Company Secretaries of India.
When it is used
- Appointing a CFO or company secretary on crossing the threshold.
- Replacing a KMP who has resigned.
- Formalising the role of a CEO.
What the template covers
- Company name, CIN and meeting details
- Role being appointed
- Appointee name, PAN, DIN and membership number
- Effective date and tenure
- Annual remuneration
- Authorisation to file DIR-12
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
KMP
Role Being Appointed; Name of Appointee; PAN; DIN (if Director); ICSI / ICAI Membership No. (if CS/CA); Address; Effective Date of Appointment; Annual Remuneration (₹); Tenure (years)
Authentication
Chairman Name; Chairman DIN
Stamp duty, registration and filing
Form DIR-12 is filed within 30 days of the appointment. A whole-time KMP cannot hold office in more than one company at a time except in its subsidiary, subject to exceptions. A vacancy must be filled within six months. Listed companies have additional requirements under SEBI regulations.
Generate the BR — Appointment of CEO / CFO / CS as 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
Which companies must appoint a company secretary?
Listed companies, public companies with paid-up capital of ₹10 crore or more, and other companies with paid-up capital of ₹10 crore or more, as the rules provide.
Is DIR-12 filed for a CFO?
Yes, for appointment of any KMP.
Can a director be the CFO?
Yes, a director can be appointed as CFO, subject to the company's requirements.
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.