Board Resolution for Appointment of Director

A Board Resolution is a formal document that captures the decisions made by a Company's Board of Directors. This Board is the authoritative group responsible for all decision-making regarding the company's operations, in accordance with the Company's Articles of Association, the Companies Act of 2013, and other relevant laws. A board resolution concerning the appointment of directors assigns director(s) to the Company's Board and empowers a specific individual to carry out the necessary filings with the Registrar of Companies.

How to use this document?

This resolution can be used by choosing the category of directors to be appointed and entering all the relevant details such as the number of directors being appointed, the name of the directors appointed and the duration for which they are appointed. This resolution can then be incorporated in the minutes of the meeting of the Board of Directors, and a certified copy of the resolution can be used for filing of e-Form DIR-12 with the Registrar of Companies.

Applicable law

The Board of a Company has to comply with the Articles of Association of the Company and the Companies Act, 2013 and other applicable laws. In terms of Section 161 (1) of the Companies Act, 2013, the Board of the Company can appoint a person as an additional director to hold office up to the date of the next general meeting (meeting of members of the Company). Further, Section 161 also contains provisions in respect of the appointment of alternate directors (directors appointed as alternates to existing directors during their absence from India) and nominee directors (directors appointed by institutions according to applicable laws or agreements). Section 149 contains provisions concerning the appointment of independent directors on the Board of the Company. The Company has to then record the appointment by passing a resolution and intimate to the Registrar of Companies by filing e-Form DIR-12.

How to modify the template?

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.