Board resolution for appointment of managing director
A board resolution for appointment of a managing director appoints a director as MD under section 196 of the Companies Act 2013 for a term of up to five years and fixes the terms of appointment and remuneration. The appointment and terms are subject to approval by the members at the next general meeting.
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.
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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 sections 196 and 203 of the Companies Act 2013 and subject to the approval of the members in general meeting, [APPOINTEE (EXISTING DIRECTOR)] (DIN [DIN]) be and is hereby appointed as the managing director of the company for a term of [TERM], on the terms and conditions including remuneration set out in the draft agreement placed before the meeting.
FURTHER RESOLVED THAT [NAME], [DESIGNATION], be and is hereby authorised to file the necessary returns 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: ______________
When is this resolution passed?
Pass it at a board meeting; place the appointment before the members at the next general meeting, and file the prescribed returns (DIR-12, and MR-1 where applicable) within their timelines.
Legal basis: s.196 and s.203, Companies Act 2013
Common questions
Does an MD appointment need shareholder approval?
Yes. Section 196(4) requires the terms to be approved by the members at the next general meeting; the board resolution operates subject to that approval.
What is the maximum term of a managing director?
Up to five years at a time; reappointment cannot be made earlier than one year before expiry of the current term.
Which forms are filed for an MD appointment?
DIR-12 for the change in designation, and MR-1 where the return of appointment of a managing director is prescribed for that class of company.
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.