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Board Resolution for Appointment of Additional Director
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors
________________
CIN: ________________
Date of Meeting: __________
Time: __________
SUBJECT: APPOINTMENT OF ADDITIONAL DIRECTOR
RESOLVED THAT pursuant to Section 161(1) of the Companies Act, 2013, consent be accorded to appoint:
Name: Mr./Ms. ________________
DIN: ________________
as an Additional Director w.e.f. __________
Signature
Board Resolution for Appointment of Additional Director
Professional Format Guide for Indian Companies
Introduction
A Board Resolution for Appointment of Additional Director is a formal corporate document that records the Board of Directors' consent to appoint an Additional Director to the Board. Under Section 161(1) of the Companies Act, 2013, the Board may appoint an Additional Director who holds office until the next Annual General Meeting or the last date on which the AGM should have been held, whichever is earlier. This provision enables companies to strengthen their Board composition between AGMs without requiring immediate shareholder approval.
This resolution specifies the director's name, Director Identification Number (DIN), date of appointment, and terms of engagement. The appointment must be intimated to the Registrar of Companies by filing Form DIR-12 within the prescribed timeline. Supporting documents include the director's consent in Form DIR-2, declaration of non-disqualification, and the board resolution. This document is essential for maintaining proper corporate records and regulatory compliance.
Benefits of Using a Standard Format
Utilising a professionally drafted board resolution format ensures that all statutory requirements under the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 are properly addressed. A ready-to-use template saves valuable time during board meetings, reduces the risk of procedural errors, and provides a consistent framework that captures essential details including DIN, appointment date, and tenure provisions.
Relevance to Company Compliance
Director appointments are a fundamental aspect of corporate governance. Following Company Registration, businesses must ensure their Board composition meets the minimum requirements under the Companies Act. The appointment of an Additional Director enables companies to bring in expertise or fill vacancies promptly. Form DIR-12 must be filed with the ROC within 30 days of the appointment, along with the board resolution, director's consent, and other supporting documents.
Board Resolution for Appointment of Additional Director – Sample Format
[To be printed on Company Letterhead]
Company Name: _______________________________
CIN: _______________________________
Registered Office: _______________________________
Email: _______________________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
Date of Meeting: __.__.______
Time: ______ (Hours)
Venue: Registered Office of the Company
SUBJECT: APPOINTMENT OF ADDITIONAL DIRECTOR
"RESOLVED THAT pursuant to the provisions of Section 161(1) of the Companies Act, 2013 read with Rules 8, 9 and 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), and in accordance with the Articles of Association of the Company, the consent of the Board of Directors be and is hereby accorded to appoint:
Name: Mr./Ms. __________________________________________
Director Identification Number (DIN): __________________________________________
Address: __________________________________________
as an Additional Director on the Board of Directors of the Company with effect from __.__.______ (Date of Appointment), on such terms and conditions as may be agreed upon between the parties from time to time.
RESOLVED FURTHER THAT pursuant to Section 161(1) of the Companies Act, 2013, the said Additional Director shall hold office until 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 any Director of the Company be and is hereby authorised to do all such acts, deeds, matters, and things as may be necessary, proper, or desirable to give effect to this resolution, including but not limited to signing and filing the necessary e-Forms (including Form DIR-12) with the Registrar of Companies, and executing all necessary documents, applications, and returns."
For ________________________________________ (Name of the Company)
Signature: _______________________________
Name: _______________________________
Designation: _______________________________
DIN: _______________________________
Frequently Asked Questions
1. Who can be considered as an authorized signatory for the board resolution for the appointment of directors?
Any director present at the board meeting or the company secretary (if appointed) may be authorised to sign the certified true copy of the resolution. The Board typically designates one or more directors through the resolution itself to execute all appointment-related documents, file necessary forms with the ROC, and represent the company in matters relating to the director appointment.
2. Is the signature of all directors mandatory on the board resolution format for the appointment of directors?
No, signatures of all directors are not mandatory. The resolution is passed by a majority of directors present and voting at a duly convened board meeting where quorum is present. The certified true copy may be signed by a single authorised director or the company secretary. The minutes should record the names of directors present, those who voted in favour, and any abstentions.
3. Which resolution is required for the appointment of directors?
For appointment of an Additional Director, a board resolution is required. For appointment of a regular director at the general meeting, an ordinary resolution from shareholders is needed. For appointment of independent directors in listed companies or certain public companies, a special resolution may be required. The type of resolution depends on the category of director and the provisions of the Articles of Association.
4. Does the Board Resolution format for the appointment of directors need to be certified by a professional?
There is no statutory requirement for the board resolution to be certified by an external professional. The certified true copy may be signed by any director or the company secretary of the company. However, for filing Form DIR-12 with the ROC, a practising professional such as a Chartered Accountant, Company Secretary, or Cost Accountant may be required to certify the form.
5. Can a board resolution for the appointment of directors be passed without convening a board meeting?
Appointment of directors is generally considered a significant matter that should be transacted at a duly convened board meeting. While the Companies Act permits certain resolutions to be passed by circulation, appointment of Additional Directors is typically done at board meetings to ensure proper deliberation. The company's Articles of Association should be consulted for specific provisions on passing resolutions by circulation.
6. Which form needs to be filed for the appointment of the Directors?
Form DIR-12 (Particulars of appointment of Directors and the Key Managerial Personnel and the changes among them) must be filed with the Registrar of Companies within 30 days from the date of appointment. This form is applicable for all director appointments, resignations, and changes in Key Managerial Personnel as required under the Companies Act, 2013.
7. What are the documents filed along with the resolution for filing Form DIR-12?
The documents typically filed along with Form DIR-12 include: Board Resolution for appointment of the director, Form DIR-2 (Consent to act as Director), Declaration by the director regarding non-disqualification, proof of identity and address of the director, and an appointment letter (if applicable). For certain appointments, additional documents such as the director's educational qualifications or experience certificates may be required.
