As per Companies Act, 2013 | Ministry of Corporate Affairs (MCA)
Introduction
Eligibility
Types of Appointment
Documents Required
Appointment Process
Forms, Timeline & Fees
Common Mistakes
FAQs
Adding a director is a common corporate action undertaken when a company
expands operations, brings in new expertise, or complies with statutory
requirements.
Director appointment must follow the procedure prescribed under the
Companies Act, 2013 and must be reported to the
Registrar of Companies (ROC).
Who Can Be Appointed as Director?
Individual above 18 years of age
Must have a valid DIN (Director Identification Number)
Not disqualified under Section 164
Indian or Foreign National (subject to FEMA rules)
Disqualification
Examples
Conviction
Imprisonment ≥ 6 months
Non-filing
Company failed annual filings
DIN Deactivated
DIR-3 KYC not filed
Types of Director Appointment
Additional Director (Section 161)
Director appointed in General Meeting
Nominee Director
Managing / Whole-time Director
Director appointed due to casual vacancy
Documents Required – Indian Director
PAN Card
Aadhaar Card
Passport-size photograph
Mobile number & Email ID
DIR-2 Consent to Act as Director
DIR-8 Declaration (non-disqualification)
Documents Required – Foreign Director
Passport (mandatory)
Address proof (bank statement / DL)
Apostilled / notarized documents
Company Documents
Board Resolution
Shareholders’ Resolution (if required)
MOA & AOA (for verification)
Step-by-Step Director Appointment Process
Obtain DIN (if not available)
Receive DIR-2 & DIR-8 from proposed director
Conduct Board Meeting
Pass Board Resolution
Call General Meeting (if applicable)
File DIR-12 with ROC
Forms, Timeline & Fees
Form
Purpose
Due Date
DIR-12
Intimation of Director Appointment
Within 30 days
DIR-3
DIN Application (if required)
Before appointment
Government fees depend on company’s authorized capital.
Common Mistakes to Avoid
Appointing director without DIN
Late filing of DIR-12
Incorrect consent or declaration
AOA not permitting appointment type
Frequently Asked Questions (FAQs)
Is shareholder approval mandatory? – In some cases, yes.
Can a foreigner be director? – Yes, subject to FEMA.
Is DIN mandatory? – Yes.
Can director be appointed anytime? – Yes, subject to AOA.
As per Companies Act, 2013 | Ministry of Corporate Affairs (MCA)
Introduction
Eligibility
Types of Appointment
Documents Required
Appointment Process
Forms, Timeline & Fees
Common Mistakes
FAQs
Adding a director is a common corporate action undertaken when a company
expands operations, brings in new expertise, or complies with statutory
requirements.
Director appointment must follow the procedure prescribed under the
Companies Act, 2013 and must be reported to the
Registrar of Companies (ROC).
Who Can Be Appointed as Director?
Individual above 18 years of age
Must have a valid DIN (Director Identification Number)
Not disqualified under Section 164
Indian or Foreign National (subject to FEMA rules)
Disqualification
Examples
Conviction
Imprisonment ≥ 6 months
Non-filing
Company failed annual filings
DIN Deactivated
DIR-3 KYC not filed
Types of Director Appointment
Additional Director (Section 161)
Director appointed in General Meeting
Nominee Director
Managing / Whole-time Director
Director appointed due to casual vacancy
Documents Required – Indian Director
PAN Card
Aadhaar Card
Passport-size photograph
Mobile number & Email ID
DIR-2 Consent to Act as Director
DIR-8 Declaration (non-disqualification)
Documents Required – Foreign Director
Passport (mandatory)
Address proof (bank statement / DL)
Apostilled / notarized documents
Company Documents
Board Resolution
Shareholders’ Resolution (if required)
MOA & AOA (for verification)
Step-by-Step Director Appointment Process
Obtain DIN (if not available)
Receive DIR-2 & DIR-8 from proposed director
Conduct Board Meeting
Pass Board Resolution
Call General Meeting (if applicable)
File DIR-12 with ROC
Forms, Timeline & Fees
Form
Purpose
Due Date
DIR-12
Intimation of Director Appointment
Within 30 days
DIR-3
DIN Application (if required)
Before appointment
Government fees depend on company’s authorized capital.
Common Mistakes to Avoid
Appointing director without DIN
Late filing of DIR-12
Incorrect consent or declaration
AOA not permitting appointment type
Frequently Asked Questions (FAQs)
Is shareholder approval mandatory? – In some cases, yes.
Can a foreigner be director? – Yes, subject to FEMA.
Is DIN mandatory? – Yes.
Can director be appointed anytime? – Yes, subject to AOA.
