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Board resolution for appointment of director (additional)

A board resolution for appointment of a director records the board appointing a person as an additional director under section 161(1) of the Companies Act 2013, where the articles permit, to hold office until the next annual general meeting. The appointee needs a DIN and must give consent in form DIR-2 before the appointment.

certified true copy formatWord + PDF · frees.161(1) and s.152

Last updated: 27 August 2026

Doing this for a client?

OnCompliance drafts this resolution on the company’s letterhead, details filled from the client’s record, records it in the minutes, and files it in the client’s folder — with the notice, minutes and 21 other board documents made the same way.

Fill it in, edit it, download it

The details you type fill the document as you go. Click into the paper to edit any wording, then download it in Word or as a PDF.

+ Add the company’s letterhead — OnCompliance does this automatically for every client

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] (CIN: [CIN]) HELD ON [MEETING DATE] AT [VENUE]

RESOLVED THAT pursuant to section 161(1) of the Companies Act 2013 and the articles of association of the company, [APPOINTEE NAME] (DIN [APPOINTEE DIN]), who has given consent to act as director in form DIR-2 and a declaration in form DIR-8, be and is hereby appointed as an additional director of the company, to hold office up to the date of the next annual general meeting.

FURTHER RESOLVED THAT [NAME], [DESIGNATION], be and is hereby authorised to file form DIR-12 with the Registrar of Companies and to do all acts necessary to give effect to this resolution.

Certified true copy
For [COMPANY NAME]


[NAME]
[DESIGNATION] · DIN: [DIN]
Date: ______________ · Place: ______________

Click anywhere in the document to edit it.

When is this resolution passed?

Pass it at a board meeting after receiving the appointee’s DIN, consent in DIR-2 and non-disqualification declaration in DIR-8; file form DIR-12 with the ROC within 30 days of the appointment.

Legal basis: s.161(1) and s.152, Companies Act 2013

Related resolutionsResignation of director (noting) →Appointment of managing director →Appointment of CS / CFO (KMP) →First auditor appointment →All 42 purposes →Step-by-step: Additional Director Appointment →

Common questions

How long does an additional director hold office?

Until the next annual general meeting (or the date by which it should have been held), where the members may regularise the appointment as a director under section 152.

Which forms are involved in appointing a director?

The appointee’s consent in DIR-2 and declaration in DIR-8 come to the company; the company files DIR-12 with the ROC within 30 days of the appointment.

Is a DIN required before appointment?

Yes, the appointee must hold a Director Identification Number before the board appoints them.

Can OnCompliance draft this for me?

Yes. OnCompliance drafts the resolution on the company’s letterhead with the details filled from the client’s record, records it in the minutes, and files it in the client’s folder, alongside the notice of the meeting and every other board document.