Appointment of Director
In short
A director can be appointed by the board as an additional director (if the articles allow) and later regularised at a general meeting, or appointed directly by the shareholders. The person needs a DIN and must give written consent in Form DIR-2. The company files Form DIR-12 with the ROC within 30 days of the appointment.
Overview
Appointing the right directors, in the right capacity, matters for governance and for meeting the minimum number of directors. The appointment can be as an additional, alternate, nominee or casual-vacancy director, each with its own rules.
Key requirements
- A valid DIN, or an application for one
- Consent to act as director (DIR-2) and a declaration that the person is not disqualified (DIR-8)
- Board resolution, and shareholder approval where required
Documents required
- PAN, identity and address proof of the new director
- DIR-2 consent and DIR-8 declaration
- Disclosure of interest (MBP-1)
- Digital signature of the new director
We share an exact checklist for your case before you start, since requirements vary with the structure and the people involved.
Process
DIN and DSC
We obtain a DSC and DIN for the new director if they do not have one.
Resolutions
Board and, where needed, shareholder resolutions are drafted.
Filing
Form DIR-12 is filed with the ROC within 30 days.
Registers
The register of directors is updated.
What KNAP Advisory handles
- DSC and DIN
- Drafting of resolutions and consents
- DIR-12 filing
- Register updates
Frequently asked questions
Can a director be appointed without a DIN?
No. Every director needs a DIN. For an existing company, the DIN is applied for in Form DIR-3 before the appointment.