Board resolution for appointment of CS / CFO (KMP)
A board resolution for appointment of key managerial personnel appoints a whole-time company secretary or chief financial officer. Appointing KMP is a board item under section 179(3) read with rule 8 of the Companies (Meetings of Board and its Powers) Rules 2014, and section 203 governs which companies must have whole-time KMP.
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.
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 179(3) of the Companies Act 2013 read with rule 8 of the Companies (Meetings of Board and its Powers) Rules 2014, [APPOINTEE] be and is hereby appointed as [ROLE] and key managerial personnel of the company with effect from [EFFECTIVE DATE], on the terms and remuneration set out in the appointment letter placed before the meeting.
FURTHER RESOLVED THAT [NAME], [DESIGNATION], be and is hereby authorised to file form DIR-12 and other necessary returns with the Registrar of Companies.
Certified true copy
For [COMPANY NAME]
[NAME]
[DESIGNATION] · DIN: [DIN]
Date: ______________ · Place: ______________
When is this resolution passed?
Pass it at a board meeting; file DIR-12 for the KMP appointment within 30 days.
Legal basis: s.179(3) read with rule 8, Companies (Meetings of Board and its Powers) Rules 2014; s.203
Common questions
Which companies must appoint a whole-time company secretary?
Section 203 read with its rules sets the thresholds by company class and paid-up capital; the current threshold for private companies should be checked against the rules before relying on it.
Is KMP appointment a board or shareholder matter?
A board matter: appointing KMP is listed in rule 8 as a power exercised by board resolution at a meeting.
Which form records a KMP appointment?
DIR-12 within 30 days of the appointment.
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.