Board Resolution for Appointment of Director — Format (Section 161)
A ready board resolution for appointing an additional director under Section 161(1) of the Companies Act, 2013, with the DIR-2, DIR-8, MBP-1 and DIR-12 steps built in. Download the editable Word file or the fillable PDF, or build a customised resolution with our free generator.
Sample resolution — appointment of additional director
The three routes to appoint a director
| Route | Section | Key points |
|---|---|---|
| Additional Director | 161(1) | Appointed by the Board (if the Articles allow); holds office only up to the next AGM. |
| Appointment / regularisation at AGM | 152 | Members appoint by ordinary resolution; director liable to retire by rotation. |
| Managing / Whole-Time Director | 196, 197, 203, Sch V | By the Board, subject to members’ approval; term up to 5 years; Form MR-1 within 60 days. |
Documents needed before the appointment
- DIN — the appointee must hold a Director Identification Number (or apply in DIR-3).
- Form DIR-2 — written consent to act as director.
- Form DIR-8 — declaration of non-disqualification under Section 164.
- Form MBP-1 — disclosure of interest under Section 184.
You can download all three declarations from our MBP-1, DIR-8 & DIR-2 formats page.
Filing after the resolution
File Form DIR-12 with the Registrar within thirty days of the appointment, attaching the board resolution, the letter of appointment and Form DIR-2. The thirty days run from the date the appointment takes effect, not merely the date of the board meeting. Late filing attracts an additional fee of Rs 100 per day with no cap. An additional director appointed under Section 161 must be regularised as a director by the members at the ensuing AGM, failing which they cease to hold office.
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Appointment of Director – FAQs
What is an additional director under Section 161?
An additional director is appointed by the Board (where the Articles allow) and holds office only up to the date of the next Annual General Meeting, where the members may appoint them as a regular director under Section 152.
Which forms are needed before appointing a director?
DIR-2 (consent), DIR-8 (non-disqualification) and MBP-1 (disclosure of interest), plus a valid DIN for the appointee.
When is Form DIR-12 filed?
Within thirty days of the appointment, attaching the board resolution and DIR-2. Late filing carries an additional fee of Rs 100 per day with no maximum.
Can the Board appoint a Managing Director?
Yes, under Sections 196, 197 and 203 with Schedule V, subject to the members’ approval, for a term not exceeding five years, with a return in Form MR-1 filed within sixty days.
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Format current as of July 2026. General information only, not legal advice.