Draft of Board Resolution for Appointment of Additional Director

If you are looking for a Board Resolution for Appointment of Additional Director, this guide provides a complete and professional draft as per Companies Act, 2013 under Section 161(1). Appointment of an Additional Director is a common corporate compliance requirement, and companies must pass a valid board resolution and file necessary forms like DIR-12 with the Registrar of Companies (ROC). In this post, you will get ready-to-use board resolution formats, legal provisions, and compliance steps for appointing an Additional Director in your company.

✅ Board Resolution – Appointment of Additional Director (Draft 1)

“RESOLVED THAT pursuant to the provisions of Section 161(1) and other applicable provisions, if any, of the Companies Act, 2013 and Articles of Association of the Company, Mr./Ms. [Name of Director] (DIN: [DIN Number]), who has given consent to act as Additional Director, be and is hereby appointed as an Additional Director of the Company with effect from [Date].

RESOLVED FURTHER THAT the said Additional Director shall hold office up to the date of the ensuing Annual General Meeting or the last date on which the Annual General Meeting should have been held, whichever is earlier.

RESOLVED FURTHER THAT Mr./Ms. [Authorized Person Name], Director/Company Secretary of the Company, be and is hereby authorized to file necessary forms with the Registrar of Companies and to do all such acts, deeds, matters and things as may be necessary to give effect to this resolution.”

✅ Board Resolution – Appointment of Additional Director (Draft 2)

“RESOLVED THAT in accordance with the provisions of Section 161(1) of the Companies Act, 2013 read with applicable rules and the Articles of Association of the Company, Mr./Ms. [Name of Director] (DIN: [DIN Number]), who is eligible for appointment and has submitted his/her consent in Form DIR-2, be and is hereby appointed as an Additional Director of the Company with effect from [Date].

RESOLVED FURTHER THAT the Company has received a declaration from the proposed appointee confirming that he/she is not disqualified to become a Director under the provisions of the Companies Act, 2013.

RESOLVED FURTHER THAT the said Additional Director shall hold office up to the date of the next Annual General Meeting of the Company or the last date on which such meeting should have been held, whichever is earlier.

RESOLVED FURTHER THAT Mr./Ms. [Authorized Person Name], Director/Company Secretary, be and is hereby authorized to sign and file e-Form DIR-12 and other necessary documents with the Registrar of Companies and to do all such acts, deeds and things as may be required in this regard.”