In short: The board can bring a new director onto a company between AGMs by appointing them as an additional director under Section 161(1) of the Companies Act, 2013, but only if the Articles of Association allow it. Before the meeting, get the person's written consent in Form DIR-2. Afterwards, file Form DIR-12 with the ROC within 30 days. The additional director holds office only until the next AGM, where the members must regularise the appointment.
When you need it and the rules in brief
- Articles must permit it. Check your Articles for a clause that lets the board appoint additional directors. Without it, the appointment has to be made by the members in a general meeting.
- DIN first. The person must have a Director Identification Number before being appointed (Section 152(3)). If they don't have one, they apply for it in Form DIR-3.
- Consent and declarations. The appointee gives written consent in Form DIR-2 (Section 152(5)), a declaration in Form DIR-8 that they are not disqualified under Section 164, and a disclosure of interest in Form MBP-1 (Section 184) at the first board meeting they attend.
- Short tenure. An additional director holds office until the next AGM, or the last date by which that AGM should have been held, whichever is earlier (Section 161(1)).
- Limits. The total number of directors must stay within the maximum in the Articles and Section 149(1) (15, unless more are approved by special resolution). Someone who failed to get appointed as a director at a general meeting cannot be made an additional director.
Pass the resolution at a board meeting and record it in the minutes. The board can also pass it by circulation under Section 175.
Template 1: board resolution
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] (CIN: [CIN]) HELD ON [DAY, DATE] AT [TIME] AT [ADDRESS OF VENUE / REGISTERED OFFICE]
Appointment of [NAME OF APPOINTEE] as an Additional Director
"RESOLVED THAT pursuant to Section 161(1) and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re-enactment thereof for the time being in force), and Article [ARTICLE NO.] of the Articles of Association of the Company, [NAME OF APPOINTEE] (DIN: [DIN]), who has given his/her consent in writing to act as a Director in Form DIR-2 and a declaration in Form DIR-8 that he/she is not disqualified from being appointed as a Director under Section 164 of the Act, be and is hereby appointed as an Additional Director [in the category of Non-Executive Director] of the Company with effect from [DATE], to hold office up to the date of the next Annual General Meeting of the Company or the last date on which the Annual General Meeting should have been held, whichever is earlier.
RESOLVED FURTHER THAT the disclosure of interest received from [NAME OF APPOINTEE] in Form MBP-1 be and is hereby taken on record.
RESOLVED FURTHER THAT [NAME], Director (DIN: [DIN]) [/ Company Secretary], be and is hereby authorised to file Form DIR-12 with the Registrar of Companies, to make the necessary entries in the Register of Directors and Key Managerial Personnel, to issue a letter of appointment, and to do all such acts, deeds and things as may be necessary to give effect to this resolution."
Certified to be a true copy
For [COMPANY NAME]
__________________________
[NAME]
Director (DIN: [DIN])
Date: [DATE]
Place: [PLACE]
Template 2: consent to act as director (DIR-2 style)
Form DIR-2 has a prescribed layout in the Companies (Appointment and Qualification of Directors) Rules, 2014. The letter below follows its contents. If your ROC or professional prefers the exact form layout, transfer the same details into it.
FORM DIR-2
[Pursuant to Section 152(5) of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014]
CONSENT TO ACT AS A DIRECTOR
To,
The Board of Directors
[COMPANY NAME]
[REGISTERED OFFICE ADDRESS]
Subject: Consent to act as a Director
I, [FULL NAME], son/daughter/spouse of [FATHER'S / SPOUSE'S NAME], residing at [RESIDENTIAL ADDRESS], hereby give my consent to act as a Director of [COMPANY NAME] pursuant to Section 152(5) of the Companies Act, 2013, and certify that I am not disqualified from becoming a Director under the Act.
My particulars are as follows:
1. Director Identification Number (DIN): [DIN]
2. Date of birth: [DD/MM/YYYY]
3. Nationality: [NATIONALITY]
4. Income-tax PAN: [PAN]
5. Occupation: [OCCUPATION]
6. E-mail ID: [EMAIL]
7. Mobile number: [MOBILE]
8. Number of companies in which I am already a Director: [NUMBER]
I confirm that the number of directorships I hold, including this one, is within the limits under Section 165 of the Act.
Enclosures: proof of identity and proof of residential address.
__________________________
[FULL NAME]
Date: [DATE]
Place: [PLACE]
After the meeting
- File Form DIR-12 within 30 days of the date the appointment takes effect (Section 170(2) and Rule 18), attaching DIR-2, the appointment letter and, usually, the resolution. Late filing attracts additional fees and can lead to penalties for the company and its officers.
- Update the Register of Directors and KMP kept at the registered office.
- Keep DIR-8 and MBP-1 on file. They are not filed with the ROC, but auditors and inspectors ask for them.
- Regularise at the next AGM. Include an ordinary resolution to appoint the person as a director in the AGM notice, and file DIR-12 again for the change in designation once it is passed. If this step is missed, the person stops being a director after the AGM date.
A director's appointment brings personal responsibilities; see director duties and liabilities and the annual compliance checklist.
Frequently asked questions
What is the time limit for filing DIR-12 for an additional director?
Within 30 days of the date the appointment takes effect. The same 30-day limit applies when the appointment is regularised at the AGM and the person's designation changes from additional director to director.
What happens if the AGM is not held?
The additional director still leaves office on the last date by which the AGM should have been held. Delaying or skipping the AGM does not extend the term, so the company should hold the AGM on time and regularise the appointment there.
Can the board appoint an additional director if the Articles are silent?
No. Section 161(1) lets the board appoint additional directors only if the Articles give it that power. If they don't, either amend the Articles by special resolution or have the members appoint the director at a general meeting.