Sample Board Resolution for Appointment of an Additional Director of a Company

Published : 12-06-2025

Updated : 15-11-2025

Overview : A Board Resolution for the appointment of an Additional Director is essential when a company needs to expand its board composition between Annual General Meetings to bring in specialised expertise or meet evolving business requirements. This resolution enables the Board of Directors to formally appoint a qualified individual as an Additional Director who will serve until the next AGM, subject to subsequent regularisation. Under the Companies Act 2013, such appointments must be formally documented through a duly passed board resolution to ensure legal validity and compliance with corporate governance standards.

Sample Board Resolution

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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/REGISTERED OFFICE ADDRESS]

“RESOLVED THAT pursuant to the provisions of Section 161(1) of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014, and the Articles of Association of the Company, and subject to such approvals, permissions and sanctions as may be necessary, the Board of Directors hereby appoints Shri/Smt. ______________________ [DIRECTOR NAME], holding Director Identification Number (DIN): _______________________ [DIN NUMBER], as an Additional Director on the Board of the Company with effect from ________________ [APPOINTMENT DATE]. The said Additional Director shall hold office up to the date of the ensuing Annual General Meeting of the Company or the last date on which the Annual General Meeting should have been held, whichever is earlier, unless his/her appointment is regularised by the shareholders of the Company at the said Annual General Meeting.

RESOLVED FURTHER THAT the appointment of Shri/Smt. ______________ [DIRECTOR NAME] as Additional Director is made in view of his/her extensive experience and expertise in _____________ [RELEVANT FIELD/INDUSTRY], which will be beneficial for the growth and development of the Company’s business operations. The Board places on record its confidence that the appointee will contribute significantly to the strategic direction and governance of the Company with his/her knowledge and professional acumen.

RESOLVED FURTHER THAT the Additional Director so appointed shall be entitled to receive sitting fees for attending Board meetings and Committee meetings as may be decided by the Board from time to time, subject to the limits prescribed under the Companies Act, 2013 and the rules made thereunder. The appointee shall also be entitled to reimbursement of actual expenses incurred in connection with attending Board meetings and performing duties as director of the Company.

RESOLVED FURTHER THAT the Company Secretary is hereby authorised and directed to file Form DIR-12 along with Form DIR-2 (consent of the appointee to act as a director) with the Registrar of Companies within thirty days from the date of appointment, along with the prescribed fees and such other documents as may be required under the Companies Act, 2013 and the rules made thereunder.

RESOLVED FURTHER THAT the appointee shall comply with all applicable provisions of the Companies Act, 2013 relating to directors, including but not limited to disclosure of interest in contracts, related party transactions, and adherence to the duties and responsibilities prescribed for directors under Section 166 of the Companies Act, 2013. The appointee shall also provide all necessary declarations and undertakings as required under the applicable laws and regulations.

RESOLVED FURTHER THAT the Register of Directors and Key Managerial Personnel maintained under Section 170 of the Companies Act, 2013 be updated to include the particulars of the Additional Director appointed herein and the appointment be disclosed in the Board’s Report to be presented at the next Annual General Meeting of the Company.

RESOLVED FURTHER THAT a proposal for regularisation of the appointment of the said Additional Director shall be placed before the shareholders at the ensuing Annual General Meeting for their consideration and approval through an ordinary resolution, and the Board recommends the same to the shareholders.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby severally authorised to do all such acts, deeds, matters and things as may be necessary, expedient or desirable to give effect to the above resolution, including but not limited to making necessary filings with regulatory authorities, issuing the letter of appointment, and completing all formalities required for the appointment of the Additional Director.”

Relevant Legal Provision

Section 161(1) of the Companies Act 2013 empowers the Board of Directors to appoint any person as an Additional Director, provided the Articles of Association confer such power upon the board. The Additional Director holds office only until the date of the next Annual General Meeting or the last date on which the AGM should have been held, whichever is earlier. This provision ensures that companies can respond quickly to business needs whilst maintaining shareholder oversight through subsequent ratification at the AGM.

Rule 8 of the Companies (Appointment and Qualification of Directors) Rules 2014 mandates that the company must file Form DIR-12 with the Registrar of Companies within thirty days of such appointment, along with the director’s consent in Form DIR-2. The appointee must possess a valid Director Identification Number (DIN) and should not be disqualified under any provision of the Companies Act 2013 for holding the office of director.

Setindiabiz Services

At Setindiabiz, we provide comprehensive director appointment services, including professional drafting of board resolutions, regulatory compliance assistance, and complete documentation support for additional director appointments. Our expert team ensures seamless compliance with the Companies Act 2013 requirements, from board resolution preparation to Form DIR-12 filing with the Registrar of Companies. We handle the entire process, including director eligibility verification, consent documentation, and post-appointment compliance requirements. For specialised assistance with director appointments and board governance matters, visit https://www.setindiabiz.com/secretarial-retainership.

FAQ’s

What is the maximum tenure for an Additional Director?

An Additional Director can serve only until the next Annual General Meeting or the last date by which the AGM should have been held, whichever is earlier. To continue beyond this period, the appointment must be regularised through shareholder approval at the AGM.

Can an Additional Director be appointed if the maximum number of directors is already reached?

No, the appointment of an Additional Director cannot exceed the maximum number of directors specified in the Articles of Association. If the company has reached its maximum limit, it must first increase the limit through amendment of the Articles before appointing additional directors.

What forms need to be filed after appointing an Additional Director?

The company must file Form DIR-12 (particulars of appointment) along with Form DIR-2 (director’s consent) with the Registrar of Companies within 30 days of appointment. Additionally, the Register of Directors must be updated as per Section 170 of the Companies Act 2013.

Can an Additional Director participate in board decisions with full voting rights?

Yes, an Additional Director has the same rights, duties, and responsibilities as any other director, including full voting rights in board decisions. They are subject to all provisions of the Companies Act 2013 applicable to directors.

What happens if an Additional Director’s appointment is not regularised at the AGM?

If the shareholders do not approve the regularisation at the AGM, the Additional Director automatically ceases to hold office from the conclusion of that AGM. The director cannot continue in the position without shareholder approval.

Can the same person be repeatedly appointed as an Additional Director?

Yes, there is no restriction on reappointing the same person as Additional Director multiple times, provided each appointment follows the proper procedure and the person is eligible under the Companies Act 2013.

Are there any restrictions on who can be appointed as Additional Director?

The appointee must be eligible to be a director under the Companies Act 2013, possess a valid DIN, provide consent in Form DIR-2, and should not be disqualified under any provision of the Act. The person should also not have previously failed to get appointed as a director in a general meeting of the same company.

Is it mandatory to have Articles of Association provision for Additional Director appointment?

Yes, the Articles of Association must specifically confer power upon the Board of Directors to appoint Additional Directors. Without such provision in the Articles, the Board cannot exercise this power under Section 161(1).

Can an Additional Director be appointed during the company’s first year of incorporation?

Yes, Additional Directors can be appointed at any time after incorporation, provided the Articles of Association permit such appointment and the company follows the prescribed procedure under the Companies Act 2013.

What disclosures are required regarding Additional Director appointments?

The appointment must be disclosed in the Board’s Report presented at the next AGM. Listed companies must also comply with additional disclosure requirements under SEBI regulations, including intimation to stock exchanges within specified timelines.

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.