site logo

ndsadvisors.com

Director Appointment · DIR-12 · Board Changes

Appointment of Director onboard a new director, filed right.

Appointment of director services in Mumbai and across India — appointment of additional, executive, independent and women directors, DIN and DSC procurement, DIR-2 consent, board and shareholder resolutions, and timely DIR-12 filing for private limited companies, public companies and LLP-converted entities.

Appointing a director is one of the most common and most consequential changes a company makes. Whether a company is bringing in a co-founder, an investor nominee, a professional executive, an independent director or a woman director to meet board composition norms, the appointment must follow the procedure laid down in the Companies Act and be reported to the Registrar of Companies within the prescribed time.

A valid Director Identification Number is the starting point — no one can be appointed without it. Alongside the DIN, the proposed director must give written consent in Form DIR-2 and disclose any disqualification in Form DIR-8. The appointment is then authorised by the appropriate authority — the Board for an additional director, or the shareholders in general meeting for a regular appointment — and the change is filed in Form DIR-12 with the ROC within 30 days.

Our director appointment practice handles every step — procuring the DIN and digital signature where required, drafting DIR-2 consent and DIR-8 disclosure, preparing the board resolution or shareholders' resolution and explanatory statement, updating the register of directors and key managerial personnel, and filing DIR-12 within the statutory window. We advise on the right category of appointment for your situation and ensure the board change is documented cleanly, so the new director's authority is unquestionable from day one.

Our Director Appointment Services

01

Additional Director Appointment

Board-level appointment of an additional director under Section 161, holding office until the next AGM.

02

Executive Director Appointment

Appointment of managing, whole-time and executive directors with the required resolutions.

03

Independent Director Appointment

Appointment of independent directors with declaration of independence and data bank registration support.

04

Woman Director Appointment

Appointment of a woman director where board composition norms require one.

05

DIN & DSC Procurement

Obtaining the Director Identification Number and digital signature certificate for the proposed director.

06

DIR-12 Filing & Records

Drafting consent, disclosures and resolutions and filing Form DIR-12 with the ROC.

Our Director Appointment Workflow

1

Eligibility & DIN

Confirm eligibility, procure DIN and DSC, and identify the correct category of appointment.

2

Consent & Disclosures

Obtain DIR-2 consent and DIR-8 disclosure of non-disqualification from the proposed director.

3

Resolution & Approval

Draft and pass the board resolution or shareholders' resolution with the explanatory statement.

4

DIR-12 Filing

File Form DIR-12 with the ROC within 30 days of the appointment.

5

Register Update

Update the register of directors and KMP and hand over the appointment record.

Benefits of Proper Appointment

Director's authority is legally established
Board composition norms are satisfied
DIR-12 filed within the 30-day window
No penalty for late or defective filing
Clean register of directors and KMP
Investor and lender due diligence ready
Consent and disclosures properly documented
Smooth onboarding of professional talent

Frequently Asked Questions

Obtain a DIN and DSC if needed, take DIR-2 consent and DIR-8 disclosure from the proposed director, pass a board or shareholders' resolution, and file Form DIR-12 with the ROC.

Form DIR-12 must be filed with the Registrar of Companies within 30 days of the appointment.

Yes, a valid Director Identification Number is mandatory. It can be obtained through SPICe+ at incorporation or through Form DIR-3.

Yes. The Board can appoint an additional director under Section 161, who holds office only up to the date of the next Annual General Meeting.

PAN, Aadhaar, address proof, photograph, DSC, DIR-2 consent, DIR-8 disclosure and the relevant board or shareholders' resolution are required.

Appointing a New Director?

From DIN procurement to DIR-12 filing, our team handles the full appointment so your new director's authority is in place without delay.

Appoint a Director or call +91 9819 000 511