Director Appointment
Board and shareholder resolutions, consent letters and the Registrar filing to bring a new director on board.
Adding a director is a corporate act with a strict sequence — consent, a board or shareholder resolution, and a filing with the Registrar within thirty days. Miss the filing window and an additional fee accrues per day, so this is a change worth completing promptly rather than when convenient.
The appointee must already hold a Director Identification Number. If they do not, that has to be obtained first, and it adds time to the process.
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Remove Director
₹3,704 plus GST
- Board resolutions drafted
- Remove Director MCA Filing
What has to happen, in order
- The proposed director gives consent in Form DIR-2
- They declare they are not disqualified, in Form DIR-8
- The board passes a resolution appointing them, usually as an additional director
- Form DIR-12 is filed with the Registrar within thirty days
- The appointment is regularised by the shareholders at the next general meeting
- The register of directors and key managerial personnel is updated
Who cannot be appointed
Section 164 of the Companies Act lists the disqualifications, and the appointee must confirm none apply to them.
- A person of unsound mind, or an undischarged insolvent
- A person convicted of an offence and sentenced for the period specified in the Act
- A person disqualified by an order of a court or tribunal
- A person who is already a director of a company that failed to file its financial statements or annual returns for three consecutive years
- A person who has not paid calls on shares for the period specified
Composition requirements to keep in view
- A private company must have at least two directors, a public company three, and an OPC one
- At least one director must have stayed in India for the period the Act prescribes
- The maximum number of directors is fifteen, beyond which a special resolution is needed
- A person may not hold directorships in more than twenty companies, with a lower sub-limit for public companies
How we handle it
- 1 Checking eligibility We confirm the appointee is not disqualified and that the appointment keeps the board within the permitted composition.
- 2 DIN and signature Where the appointee has no DIN or digital signature, these are obtained first.
- 3 Consent and declarations Forms DIR-2 and DIR-8 are prepared and signed by the appointee.
- 4 Board resolution The notice, agenda and resolution are drafted and the minutes recorded.
- 5 Filing DIR-12 The form is filed with the Registrar within the thirty-day window with the consent and resolution attached.
- 6 Updating registers The statutory register of directors is updated and the change reflected in the company records.
Frequently asked questions
Does a new director need a DIN?
Yes. Nobody can be appointed a director without a Director Identification Number. If they do not hold one, we apply for it as part of the appointment.
What is an additional director?
A director appointed by the board between general meetings. They hold office only until the next annual general meeting, where the shareholders regularise the appointment.
What happens if DIR-12 is filed late?
An additional fee accrues per day of delay. It is a straightforward cost to avoid simply by filing inside the thirty days.
Can a foreign national be appointed?
Yes. They need a DIN, a digital signature and a passport, with documents apostilled or consularised as applicable. At least one director on the board must still be resident in India.
Is shareholder approval needed?
The board can appoint an additional director immediately, but the shareholders must regularise the appointment at the next general meeting for it to continue.
What is not included. Government fees, statutory charges, stamp duty, court and registry fees, digital signature costs and any third-party professional charges are separate and payable at actuals. GST applies on professional fees where indicated. Prices shown are indicative and may change without notice; we confirm the total in writing before any work begins — see our terms on pricing.
Talk to us about Director Appointment
Share your requirement and our team will confirm the documents needed, the exact charges and a realistic timeline — usually the same working day.
- Expert document checking before submission
- Regular status updates on WhatsApp
- Transparent professional charges
- Assistance in Marathi & English
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