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Adding a Director Resolution

The board resolution that appoints a director. Passing it is the first of four steps, and the company that stops here loses the director at the next annual general meeting.

  • The regularisation at the next AGM flagged, not left for you to discover
  • The consents and declarations that have to precede it, listed
  • The DIR-12 filing that has to follow it, explained
  • Drafted by company secretaries, in the form the minutes need

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What the resolution does

It appoints an additional director with immediate effect, and it is one of four steps, not the whole of the appointment.

To appoint a director, a resolution has to be passed at a board meeting. It can be passed by a simple majority of the directors, subject to the maximum number of directors the company is permitted. Once it is passed, the additional director can begin acting as a director of the company.

The resolution is drafted on the company letterhead, recorded in the minutes of the meeting and signed by the directors.

What the resolution does not do is complete the appointment. The person needs a DIN before the meeting, has to give their consent in Form DIR-2 and a declaration in Form DIR-8, and the company has to notify the Registrar in Form DIR-12 within thirty days. An additional director appointed by the board holds office only until the next annual general meeting, where the members regularise the appointment or it ends.

Passed at
A board meeting
Majority needed
Simple
Of the directors present
Recorded in
The minutes
On the company letterhead
Needed first
DIN, DIR-2, DIR-8
Filed after
DIR-12
Within 30 days
Holds office until
The next AGM
Unless regularised there
Signed by
The directors

Why companies have us draft it

  • Drafted by company secretaries who file these every week
  • A consultation call about the appointment before anything is drafted
  • The consents and declarations that go with it, prepared alongside
  • We can handle the DIR-12 filing too, if you want it done end to end
  • Thousands of businesses served across every state in India

What the drafting covers

  • A consultation call about the appointment and the board’s composition
  • The board resolution drafted in the form the minutes require
  • The notice of the board meeting, where you need one drafted
  • Form DIR-2 consent and the DIR-8 declaration prepared alongside it
  • Guidance on the DIR-12 filing and the regularisation at the AGM

This is the drafting. If you want the appointment filed with the MCA as well, that is our director change service, linked below.

The four steps, in order

  • Before the meeting

    The appointee needs a DIN, has to give consent in Form DIR-2 and declare in Form DIR-8 that they are not disqualified. All three come before the resolution, not after it.

  • At the meeting

    The board passes the resolution by simple majority, subject to the maximum number of directors the company may have. The appointee may act from that moment.

  • Within thirty days

    Form DIR-12 is filed with the Registrar. A late filing carries additional fees and the appointment is not on the public record until it is made.

  • At the next AGM

    The members regularise the appointment. Do nothing and the additional director ceases to hold office on the day of that meeting, which is the step companies forget.

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  • Does the director have to be appointed at a general meeting instead?

    Not to begin with. The board may appoint an additional director itself, where the articles permit it, and that is what this resolution does.

    The members then regularise the appointment at the next annual general meeting, and from that point the person is an ordinary director rather than an additional one.

  • What happens if we do not regularise the appointment?

    The additional director ceases to hold office on the date of the next annual general meeting, or the date on which it should have been held, if it was not.

    It is the commonest oversight in this area, because nothing prompts it and the person carries on acting as a director.

  • Does the appointee need a DIN before the meeting?

    Yes. A person cannot be appointed a director without a Director Identification Number, and applying for one afterwards does not fix a resolution passed without it.

  • Is there a limit on the number of directors?

    A company may have up to fifteen directors. Going beyond that needs a special resolution of the members, so the board alone cannot do it.

Get your board resolution drafted

The resolution, the consents that precede it and the filing that follows it.

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