Board Resolutions

Appointment of Director

Standard format — adapt the highlighted details to your company, and have a professional review it before use.

Customize for my company

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF XYZ PRIVATE LIMITED HELD AT THE REGISTERED OFFICE OF THE COMPANY AT ABC, New Delhi-110001 ON [DAY], [DAY] OF [MONTH] [YEAR] AT [TIME]

For Appointment of Director
"RESOLVED THAT pursuant to the provisions and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 2013, New Director be and is hereby appointed as an Additional Director on the Board of Directors of the Company who shall hold office up to the date of the ensuing Annual General Meeting of the Company".

"RESOLVED FURTHER THAT Mr./Ms. XYZ, Director of the company be and is hereby authorized to do all the acts, deeds and things which are necessary to the appointment of aforesaid person from the directorship of the Company.”

Certified True Copy
For XYZ Private Limited

Name: ABC
Designation: (Director)
Din: - 01234567
Address: XYZ, New Delhi [PIN]

This template is a starting point, not legal advice. Adapt it to your situation — and for anything high-stakes, get a professional review before you sign or send it.

Understanding this document

What is appointment of director?

This resolution puts a new director on the board — by the board for an additional director (Section 161), or by shareholders in general meeting for a regular appointment. It is the legal moment the person becomes a director, with all the duties and liabilities that follow.

When do you need it?

Before the appointee starts acting as a director. Get the DIN first, check disqualifications under Section 164, take written consent in DIR-2, then pass the resolution — and file DIR-12 within 30 days.

Common mistakes to avoid

Acting as director before DIN allotment — the appointment is invalid without it.
Skipping the Section 164 disqualification check (undischarged insolvent, offence convictions, non-filing of financials).
DIR-12 filed late — ₹100 per day of additional fees adds up fast.
No DIR-2 consent on record — the ROC can question the appointment years later.

Need it tailored to your company?

Templates cover the standard cases. If your situation has complications — multiple parties, unusual terms, regulatory scrutiny — get it drafted properly. Our CAs, CSs and lawyers do this every day.

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