Director Appointment

Appointment of Additional Director

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Board Resolution

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Director Appointment

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Resolution No.

BR-DIRECTOR-APPOINTMENT-20260613

Company letterhead

Your company name

CIN will appear here when provided

Board resolution draft

Date

2026-06-13

Resolution type

Director Appointment

Certified true copy of the resolution passed at the meeting of the Board of Directors

Meeting date: 2026-06-13
Meeting time: ________________
Chairperson: ________________
Meeting venue: ________________
Quorum: The quorum required under the Companies Act, 2013 and the Articles was present throughout the meeting.

Resolved that

pursuant to Sections 152, 161 and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, ____________ (DIN: ____________), who has furnished consent to act as a director in Form DIR-2 and a declaration that he/she is not disqualified from being appointed as a director, be and is hereby appointed as an Additional Director of the Company with effect from 2026-06-13 to hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier.

FURTHER RESOLVED THAT the Board takes note of the disclosure of interest received from ____________ and places the same in the records of the Company.

FURTHER RESOLVED THAT ____________ be and is hereby authorised to file e-Form DIR-12 and to do all such acts, deeds and things as may be necessary to give effect to this resolution.

Proposed by

Seconded by

Director signature

Company secretary / authorised signatory

Certified true copy

Certified to be a true copy of the resolution passed by the Board of Directors of Your company name.

Certifying authority

________________

Date of certification

2026-06-13

Your company name
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS
Meeting date: 2026-06-13
Quorum: The quorum required under the Companies Act, 2013 and the Articles was present throughout the meeting.
Resolution No.: BR-DIRECTOR-APPOINTMENT-20260613
Date: 13 June 2026
RESOLVED THAT
pursuant to Sections 152, 161 and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, ____________ (DIN: ____________), who has furnished consent to act as a director in Form DIR-2 and a declaration that he/she is not disqualified from being appointed as a director, be and is hereby appointed as an Additional Director of the Company with effect from 2026-06-13 to hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier.

FURTHER RESOLVED THAT the Board takes note of the disclosure of interest received from ____________ and places the same in the records of the Company.

FURTHER RESOLVED THAT ____________ be and is hereby authorised to file e-Form DIR-12 and to do all such acts, deeds and things as may be necessary to give effect to this resolution.

Secretarial notes

Board approval should be supported by consent, eligibility, and disclosure documents before DIR-12 is filed.

Filing timeline

DIR-12 is generally filed within 30 days of the appointment.

Supporting papers

• DIR-2 consent to act as director
• Disclosure of interest / MBP-1 and non-disqualification declaration
• DIN proof and identification documents

Registers and records

• Minute book of the Board of Directors
• Register of directors and key managerial personnel

Post-approval actions

• File DIR-12 with the signed consent and supporting papers
• Update the register of directors and internal authorisation lists
• Align banking, contract, and portal access permissions if required

Entity-specific watchouts

Private Limited

Use the classic board-resolution pathway, but still reconcile shareholder thresholds, constitutional restrictions, and filing-driven timing before circulation.

• Check whether member approval is also required under the Companies Act, 2013 or the Articles.
• Keep the register updates, ROC filings, and certified true copy trail aligned with the board date.
• Where banking, cap table, or governance powers shift, update the internal authority matrix immediately after approval.

OPC

For OPCs, simplify the governance flow carefully without losing the documentary trail expected for filings and internal records.

• Confirm whether the sole member and sole director structure changes the approval mechanics for the specific action.
• Keep resolutions, member decisions, and register updates internally consistent even where meetings are streamlined.
• Review whether the form and attachment set differs from a standard private company fact pattern.

Section 8

Section 8 entities need an added compliance lens around objects, governance sensitivities, and not-for-profit restrictions.

• Ensure the operative text is consistent with the charitable / not-for-profit objects of the entity.
• Check whether regulator, donor, or grant-linked approvals sit alongside the core board approval.
• Be conservative around remuneration, related party, and structural change documentation.

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