✓
Adding a co-founder
A new co-founder joins the Board.
Company / ROC
Director appointment: process, forms and rules
To appoint a director, the person needs a DIN, gives consent in Form DIR-2 and makes the DIR-8 intimation, the Board or the members approve the appointment, and the company files DIR-12 within 30 days. We check eligibility, draft the consent and the resolution, and file DIR-12 for you.
DIR-2, DIR-8 and DIR-12A named managerFree consultation
Overview
What is a director appointment?
Appointing a director means adding a person to the company's Board under section 152 of the Companies Act, 2013. The person must have a DIN and must not be disqualified. They give written consent in Form DIR-2. The members appoint directors in a general meeting, or the Board appoints an additional director if the articles allow. The company then files DIR-12 with the ROC within 30 days. Our Form DIR-12 guide explains that form in detail.
Why appoint
When do you need it?
✓
Investor board seat
An investor's nominee joins the Board under the investment agreement.
✦
Filling a vacancy
A director resigned, was removed or left office, and the Board needs a replacement.
Board size
Minimum and maximum number of directors
Company
Minimum directors
Maximum directors
Private company
2
15
Public company
3
15
One person company (OPC)
1
15
A company can have more than 15 directors after passing a special resolution (section 149(1)). Every company must also have at least one director who stayed in India for 182 days or more in the financial year (section 149(3)).
Maximum directorships for one person: 20 companies at a time, alternate directorships included, and not more than 10 public companies (section 165(1)). A private company that is the holding or subsidiary company of a public company counts as a public company. Dormant companies are not counted.
Eligibility
Who can be a director?
- An individual. The Board is made of individuals (section 149(1)), so a company, LLP or firm cannot be a director.
- With a DIN. No one can be appointed without a director identification number (section 152(3)). A person without one applies in Form DIR-3 first.
- Not disqualified under section 164(1). A person cannot be appointed if they are of unsound mind as declared by a court; an undischarged insolvent, or have applied to be declared insolvent; convicted and sentenced to 6 months or more in prison, until 5 years after the sentence ends (a sentence of 7 years or more bars them for good); under a court or Tribunal order disqualifying them; behind on calls on the company's shares for 6 months or more; convicted under section 188 (related party transactions) in the last 5 years; or not compliant with the DIN rule or the 20-company limit.
- Not disqualified under section 164(2). A director of a company that has not filed its financial statements or annual returns for 3 financial years in a row cannot be appointed in any company for 5 years. The person tells the company about this in Form DIR-8 before the appointment.
- Within the private company's own rules. A private company's articles can add more disqualifications (section 164(3)).
Ways to appoint
Ways to appoint a director
Type
Who appoints
Holds office until
Section
First directors
Named in the articles; if none, the subscribers to the memorandum who are individuals
Directors are appointed
152(1)
Director appointed by members
Members, in a general meeting
The term the members and the articles set
152(2)
Additional director
The Board, if the articles allow
The next AGM, or the last date it should have been held, whichever is earlier
161(1)
Alternate director
The Board, if the articles or a members' resolution allow
The original director returns to India (for an absence of 3 months or more), and no longer than the original director's term
161(2)
Nominee director
The Board, as the articles provide, on a nomination under a law, an agreement or by a government
As the nomination provides
161(3)
Casual vacancy
The Board, then the members approve at the next general meeting
The end of the original director's term
161(4)
A person who failed to get appointed at a general meeting cannot be made an additional director (section 161(1)).
In a private company, section 160 does not apply: no notice of candidature and no ₹1 lakh deposit (exemption notification of 5 June 2015). In a public company, a person who is not a retiring director needs a written notice of candidature at least 14 days before the meeting, with a ₹1 lakh deposit that is refunded if they are elected or get more than 25% of the votes.
Forms
Forms for appointing a director
Form
Signed or filed by
What it is
When
DIR-3
The person, if they have no DIN
Application for a DIN
Before the appointment
DIR-2
The person being appointed
Consent to act as a director
On or before the appointment; the company files it with the ROC within 30 days
DIR-8
The person being appointed
Intimation about disqualification under section 164(2)
Before the appointment
DIR-12
The company
Return of the appointment
Within 30 days of the appointment
MGT-14
The company
Filing of certain resolutions
Only for a special resolution, or a Board resolution appointing a managing director. See our MGT-14 filing service
How it works
How we handle an appointment
01
Check
We confirm the person has a DIN (or help them apply), check the DIR-8 position and the 20-company limit, and read your articles.
02
Draft
We prepare the DIR-2 consent and the Board resolution, or the notice and resolution for a general meeting.
03
File
We file DIR-12 with the attachments within the 30 days. For an additional director, we prepare the AGM resolution that appoints them as a regular director.
Deadlines
Time limits in the law
Step
Time limit
Consent in DIR-2
On or before the appointment
DIR-12
Within 30 days of the appointment
Additional director's term
Ends at the next AGM, or the last date it should have been held
Notice of candidature (public company only)
At least 14 days before the general meeting
Documents required
Documents we need
- ✓PAN and Aadhaar of the new director, and their DIN if they have one
- ✓Address proof of the new director (a recent bank statement or utility bill)
- ✓The signed DIR-2 consent and the DIR-8 intimation (we draft them)
- ✓The company's articles of association
- ✓The digital signature (DSC) of the director who will sign DIR-12
Pricing
Fees
We do not publish a fixed fee for this service. Tell us about the appointment in a free consultation and we will tell you our fee before you pay. The government fee for DIR-12 is ₹200 to ₹600, set by the company's nominal share capital; see the DIR-12 fee table. A DIN application, if needed, is a separate filing. Government charges pass through at actuals, never marked up.
Avoid these
Mistakes to avoid
- Appointing someone without a DIN: the Act does not allow it (section 152(3)).
- Missing the 30 days for DIR-12: the additional fee is 2 to 12 times the normal fee.
- Forgetting that an additional director's term ends at the AGM: the members must appoint them at that AGM if they are to continue.
- Going over the limits: more than 15 directors needs a special resolution, and a person cannot hold more than 20 directorships.
Why us
Why choose FilingSetu?
A named manager
One person who knows your file, from start to finish.
A free consultation
Talk to us before you decide.
Your fee before you start
We tell you the fee in the consultation, before you pay.
Papers and filing together
We draft DIR-2, DIR-8 and the resolution, and file DIR-12.
FAQ
Director Appointment, answered.
Can a director be appointed without a DIN?
No. Section 152(3) says no one can be appointed a director without a DIN. A person without one applies in Form DIR-3 first.
How many directors are allowed in a Pvt Ltd company?
At least 2 and up to 15. A private company can go above 15 by passing a special resolution.
Who can be appointed as a director of the company?
An individual with a DIN who is not disqualified under section 164 and gives written consent in Form DIR-2. A company or firm cannot be a director.
Who is not eligible to become a director?
A person declared of unsound mind by a court, an undischarged insolvent, a person convicted and jailed for 6 months or more in the last 5 years, a person under a court or Tribunal disqualification order, and a director of a company that has not filed its accounts or annual returns for 3 years in a row.
Who appoints the first director?
The articles name the first directors. If they do not, the subscribers to the memorandum who are individuals are the first directors until directors are appointed.
How are directors appointed in a private company?
By the members in a general meeting, or by the Board as an additional director if the articles allow. The person gives consent in DIR-2 and the company files DIR-12 within 30 days.
What is an additional director?
A director the Board appoints between general meetings, if the articles allow. They hold office only up to the next AGM, or the last date it should have been held, whichever is earlier.
Is MGT-14 required for director appointment?
Not for an ordinary appointment by the Board or by an ordinary resolution of members. MGT-14 is needed for a special resolution, and for a Board resolution appointing a managing director.
Is DIR-12 required for appointment of independent director?
Yes. DIR-12 is filed within 30 days for every director appointment, including an independent director.
What are the fees associated with appointment of a director?
The government fee for DIR-12 is ₹200 to ₹600, set by the company's nominal share capital. We tell you our own fee in a free consultation before you pay.
Ready to appoint a new director?
Tell us about the appointment and we will confirm the documents and our fee. The consultation is free.