Company · People
We're appointing a Managing Director or Whole-Time Director — what's extra?
The short answer
Appointing a Managing Director or Whole-Time Director triggers more than a DIR-12 — you need MR-1 within 60 days of the board resolution or shareholder approval, whichever is later, under Section 196 and Schedule V. MGT-14 goes in within 30 days of the resolution, and DIR-12 within 30 days of the appointment approval. If the appointment or remuneration needs Central Government approval under Schedule V, file MR-2; eligibility under Schedule V should be checked before the appointment is made.
What gets filed with MCA
Within 60 days of the board resolution or shareholder approval (whichever comes later).
Section 196, Companies Act 2013; Schedule V; Rule 3, Companies (Appointment and Remuneration) Rules 2014
Within 30 days of passing the resolution.
Section 117, Companies Act 2013
Within 30 days of the board/shareholder resolution approving the change.
Section 168, 170, Companies Act 2013; Rule 17, Companies (Appointment and Qualification of Directors) Rules 2014
Central Government approval where the appointment/remuneration needs it (Schedule V variance)
Section 196/197 read with Schedule V, Companies Act 2013
The paperwork nobody tells you about
Statutory formats that never touch the MCA portal — but an ROC inspection or due diligence will ask for every one of them.
Eligibility conditions (age, residency, no defaults) checked before appointment
Schedule V, Companies Act 2013
The sequence
- 1Check Schedule V eligibility — age, residency, and default-related conditions
- 2Pass board and, where required, shareholder resolutions approving the MD or WTD appointment
- 3File MGT-14 within 30 days of passing the resolution
- 4File DIR-12 within 30 days of the board or shareholder resolution approving the appointment
- 5File MR-1 within 60 days of the later of board resolution or shareholder approval; file MR-2 if Central Government approval is required
Do it with us — or check it yourself first
Questions founders actually ask
Is DIR-12 enough for an MD appointment?
No. Managerial appointments also need MR-1 within 60 days of the later of board resolution or shareholder approval. MGT-14 is due within 30 days of passing the resolution.
When is MR-2 required?
MR-2 is for Central Government approval where the appointment or remuneration needs it under Schedule V — for example, where there is a Schedule V variance under Sections 196 and 197.
What should we check before appointing?
Schedule V eligibility conditions — age, residency, and whether the appointee has defaults that bar appointment. Confirm this on paper before the board approves the appointment.
Last verified 2026-08-24 against MCA V3 records and ICSI reference material. Form-level deadlines and penalties live on the linked form pages and update there.