Nominee Director Appointment
Appoint a Nominee Director as per nomination by bank, investor, or shareholder under loan/investment agreement. Nominee Director Appointment takes 7 steps over about 56 days and is filed with the ROC on DIR-12.
Last updated: 10 August 2026
What if it’s filed late?
MCA charges additional fees that rise with the delay, up to 12 times the normal filing fee. OnCompliance tracks the date and warns you before it costs anything.
What is the timeline for Nominee Director Appointment?
7 steps over about 56 days, filing DIR-12 with the ROC. Each deadline below runs from the step before it.
| # | Step | Form filed | Deadline |
|---|---|---|---|
| 1 | Verify AOA Clause for Nominee Director | None | within 1 day |
| 2 | Verify Loan / Investment Agreement | None | within 3 days |
| 3 | Obtain Nomination Letter | None | within 7 days |
| 4 | Hold Board Meeting | None | within 7 days |
| 5 | Pass Board Resolution | None | within 1 day |
| 6 | File DIR-12 with ROC | DIR-12 | within 30 days |
| 7 | Update Statutory Registers | None | within 7 days |
What are the steps, in order?
The 7 steps below run in order; the day counts show how long each one allows.
Verify AOA Clause for Nominee Director
Verify that AOA contains a clause permitting appointment of Nominee Directors.
- AOA permits Nominee Directors
- Nomination clause verified
Verify Loan / Investment Agreement
Review the relevant loan agreement, investment agreement, or shareholder agreement providing nomination rights.
- Agreement provides nomination rights
- Nomination clause is valid and enforceable
Obtain Nomination Letter
Obtain formal Nomination Letter from the nominating bank, investor, or shareholder.
Hold Board Meeting
Convene Board Meeting to appoint Nominee Director and take note of the Nomination Letter.
Pass Board Resolution
Pass Board Resolution for appointment of Nominee Director, noting the Nomination Letter.
File DIR-12 with ROC
File Form DIR-12 with ROC within 30 days of appointment.
Update Statutory Registers
Update Register of Directors and other statutory registers.
- Register of Directors updated
- Company website updated
- Letterhead updated
Every guide runs like this in OnCompliance: steps in order, dates in view, paperwork made for you at each step.
Common questions
How long does Nominee Director Appointment take?
About 56 days across 7 steps. The first step is: Verify AOA Clause for Nominee Director.
Which MCA form is filed for Nominee Director Appointment?
DIR-12. DIR-12 is the change in directors filing under §170 of the Companies Act 2013.
What does it cost if DIR-12 is filed late?
MCA charges additional fees that rise with the delay, up to 12 times the normal filing fee.
Can OnCompliance run Nominee Director Appointment for me?
Yes. OnCompliance runs the same steps in order, dates in view, with the paperwork made for you at each step.