Sample Board Resolution for Appointment of an Alternate Director

Author :Editorial Team | in
Category : Director or LLP Partner
Published : 13-06-2025
Updated : 15-11-2025

Overview : When an existing Director is absent from India for over three months, a Board Resolution is needed to appoint an Alternate Director. This resolution ensures continuity in decision-making and compliance with Section 161(2) of the Companies Act, 2013. It formally records the appointment and authorises the required filing of Form DIR-12.

Sample Board Resolution

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF ____________ [COMPANY NAME] HELD ON ____________ [DATE] AT ____________ [TIME] AT ____________ [MEETING VENUE]

APPOINTMENT OF ALTERNATE DIRECTOR

The Chairman informed the Board that ____________ [ORIGINAL DIRECTOR NAME] (DIN: ____________), Director of the Company, will be absent from India for a period exceeding three months from ____________ [DATE OF DEPARTURE] due to ____________ [REASON FOR ABSENCE]. The Chairman further stated that pursuant to the provisions of Section 161(2) of the Companies Act, 2013 and Article ____________ of the Articles of Association of the Company, it is necessary to appoint an Alternate Director to ensure continuity in Board operations during the aforesaid period.

RESOLVED THAT pursuant to the provisions of Section 161(2) of the Companies Act, 2013 read with Article ____________ of the Articles of Association of the Company and the Companies (Appointment and Qualification of Directors) Rules, 2014, and subject to the consent and declaration received from the proposed appointee, ____________ [ALTERNATE DIRECTOR NAME] (DIN: ____________) be and is hereby appointed as Alternate Director to ____________ [ORIGINAL DIRECTOR NAME] (DIN: ____________) during the latter’s absence from India for a period of not less than three months with effect from ____________ [EFFECTIVE DATE].

RESOLVED FURTHER THAT the Alternate Director so appointed shall have all the powers, duties and responsibilities of a Director under the Companies Act, 2013 and shall be entitled to attend Board Meetings and vote on all matters during the period of appointment. The Alternate Director shall automatically vacate office upon the return of ____________ [ORIGINAL DIRECTOR NAME] to India or upon the expiry of the term of office of the Original Director, whichever is earlier.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and are hereby severally authorised on behalf of the Company to file Form DIR-12 with the Registrar of Companies within thirty days of this appointment along with the prescribed fees and necessary attachments, including the certified true copy of this resolution, consent of the appointee in Form DIR-2, and such other documents as may be required under the Companies Act, 2013 and rules made thereunder, and to do all such acts, deeds, matters and things as may be deemed necessary, proper or expedient for giving effect to this resolution and to sign and execute all necessary documents, applications, returns, and correspondence in connection with the aforesaid appointment.

//Certified True Copy//

Relevant Legal Provision:

Section 161(2) of the Companies Act 2013 empowers the Board of Directors to appoint an alternate director if authorised by the company’s articles of association or by a resolution passed in a general meeting. The alternate director can be appointed during the original director’s absence from India for a period of not less than three months. The appointee must not hold any alternate directorship for any other director in the same company or hold directorship in the same company.

Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014 mandates that the company file the director’s consent with the Registrar in Form DIR-12 within thirty days of appointment. The alternate director must possess a valid Director Identification Number (DIN) and meet all qualification criteria prescribed under the Companies Act 2013. The appointment automatically ceases when the original director returns to India or the original director’s term expires.

Setindiabiz Services:

Setindiabiz provides comprehensive director appointment services, including preparation of board resolutions, obtaining necessary consents and declarations, and filing Form DIR-12 with ROC. Our expert team ensures full compliance with the Companies Act 2013 and handles all documentation requirements efficiently. We also assist with DIN applications, digital signature certificates, and ongoing corporate compliance matters to support your business governance needs. For professional assistance with alternate director appointments, visit https://www.setindiabiz.com/director-appointment.

FAQ’s

What is the minimum period of absence required to appoint an alternate director?
The original director must be absent from India for a period of not less than three months. This is a mandatory requirement under Section 161(2) of the Companies Act 2013, and the alternate director can only be appointed if this condition is satisfied.
Can an alternate director be appointed without authorisation in the Articles of Association?
No, the Board can only appoint an alternate director if specifically authorised by the company’s Articles of Association or by a general meeting resolution. Prior authorisation is mandatory for such appointments.
What forms need to be filed with the ROC for an alternate director appointment?
Form DIR-12 must be filed with the Registrar of Companies within 30 days of appointment, along with the prescribed fees. The form should include a certified copy of the board resolution, consent in Form DIR-2, and a declaration of non-disqualification from the appointee.
Can one person be an alternate director for multiple directors in the same company?
According to Section 161(2), a person cannot hold alternate directorship for more than one director in the same company. Each alternate director can only represent one original director at a time.
When does the tenure of an alternate director end?
The alternate director’s tenure automatically ends when the original director returns to India or the original director’s term of office expires, whichever occurs earlier. There is no separate resignation process required.
Can an alternate director for an independent director be appointed?
Yes, but the alternate director must also qualify as an independent director under the provisions of the Companies Act 2013. The person appointed must meet all independence criteria prescribed for independent directors.
What happens if the original director’s term expires while still abroad?
If the original director’s term expires before returning to India, any provision for automatic re-appointment of retiring directors will apply to the original director, not the alternate director. The alternate director will cease to hold office.
Is a board resolution sufficient for an alternate director appointment?
A board resolution is sufficient if the Articles of Association authorise such an appointment. However, if the Articles do not provide such authorisation, a general meeting resolution is required before the Board can make the appointment.
What are the penalties for filing Form DIR-12 late?
Additional fees are applicable for filing after 30 days. The penalty structure varies based on the delay period and can range from ₹200 per day to higher amounts depending on the company type and duration of the delay.
Can an alternate director attend board meetings virtually?
Yes, alternate directors can attend board meetings through videoconferencing or other audiovisual means, subject to compliance with the Companies (Meetings of Board and its Powers) Rules, 2014, and the company’s Articles of Association.

Author Bio

Editorial Team  

Setindiabiz Editorial Team is a multidisciplinary collective of Chartered Accountants, Company Secretaries, and Advocates offering authoritative insights on India’s regulatory and business landscape. With decades of experience in compliance, taxation, and advisory, they empower entrepreneurs and enterprises to make informed decisions.