FreeComplianceHow to appoint a new director in a private limited company
Most new directors join a private company as an additional director, appointed by the board under Section 161(1) and confirmed by shareholders at the next general meeting. The Registrar is informed in DIR-12 within 30 days.
Step by step
- 1.Check the AOA allows the board to appoint additional directors.
- 2.The proposed director gets a DSC and, if needed, a DIN through DIR-3.
- 3.Collect DIR-2 consent, DIR-8 and MBP-1 from the director.
- 4.Board passes a resolution appointing them as additional director.
- 5.File DIR-12 within 30 days with DIR-2, the resolution and proofs.
- 6.Regularise the appointment at the next AGM (or earlier EGM) by ordinary resolution; file DIR-12 again for the change in designation.
Points to remember
- An additional director holds office only until the next AGM, or the last date it should have been held.
- Investor nominee directors are usually appointed under the AOA and shareholders' agreement.
- Total directors cannot exceed 15 without a special resolution.
Frequently asked questions
This guide is general information, not legal advice. Government fees and procedures change; confirm current figures before you file.
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