Appointment of Director Services | Savlana Init

Director · Appointment

Appointment of Director — Filing DIR-12 Within 30 Days of Every Director Appointment.

Every director appointment must be recorded on MCA via DIR-12 within 30 days — with a consent letter, DIN verification, and board resolution. We manage the full appointment process from DIN check to MCA acknowledgement.

The appointment of a director to the board of a company is a formal legal event under the Companies Act, 2013 that must be notified to the Registrar of Companies within 30 days by filing Form DIR-12. The filing must be accompanied by the director's written consent to act in Form DIR-2 — signed by the incoming director — and a board resolution (or shareholder resolution, where shareholder approval is required) recording the appointment. The incoming director must hold a valid, active DIN at the time of appointment; a director without a DIN or with a deactivated DIN cannot be validly appointed until the DIN is obtained or reactivated.

There are several routes through which a director can be appointed under the Companies Act: a first director is named in the Articles and their appointment is confirmed by shareholders at the first AGM; an additional director is appointed by the board between two AGMs (subject to the limit in the AOA) and holds office until the next AGM; a director appointed to fill a casual vacancy (caused by death or removal) is appointed by the board, subject to shareholder ratification; and an independent director's appointment requires a special resolution of shareholders. Each appointment type has different resolution requirements and different implications for the director's tenure.

Late filing of DIR-12 attracts additional fees of ₹100 per day. More critically, an appointment not recorded on MCA means the director does not appear on the company's public record — which affects their ability to open bank accounts, sign contracts on behalf of the company, and be recognised as an authorised representative by third parties. We verify the incoming director's DIN, prepare the consent letter and board resolution, and file DIR-12 within the 30-day statutory window for every type of director appointment.

Our Appointment Services

DIR-12 Filing (Appointment)

Filing Form DIR-12 within 30 days to record the director's appointment on MCA.

DIN & Active Status Verification

Confirming the incoming director's DIN is valid and active on MCA before the appointment proceeds.

Consent Letter (DIR-2) Preparation

Preparing the director's written consent to act in Form DIR-2 for signature by the incoming director.

Board Resolution Drafting

Preparing the board resolution appointing the director (or additional director) in the required format.

Additional Director Appointment

Managing the appointment of an additional director by the board between two AGMs with required AOA compliance.

Independent Director Appointment

Coordinating the special resolution and disclosure requirements for the appointment of an independent director.

Casual Vacancy Appointment

Managing board appointment to fill a casual vacancy caused by death or removal with EGM ratification.

First Director Appointment Filing

Recording the first directors' appointment via DIR-12 where MCA filings were pending from incorporation.

Our Process

DIN Status Check

We verify the incoming director's DIN is active on MCA before the appointment is board-approved.

Consent Letter & Resolution Preparation

DIR-2 consent letter and board resolution prepared; director signs the consent letter.

Board or Shareholder Approval

Board resolution (or shareholder resolution for IDs and certain other appointments) passed and documented.

DIR-12 Filing

Form DIR-12 filed on MCA within 30 days of the appointment date with all required attachments.

MCA Profile Confirmation

SRN tracked to acknowledgement; new director's details confirmed on the company's MCA public record.

Why It Matters

✓Incoming director's DIN confirmed as active on MCA before appointment proceeds

✓DIR-2 consent letter prepared and obtained from the incoming director before filing

✓Board resolution or shareholder resolution prepared in the correct statutory form

✓DIR-12 filed within the 30-day statutory window to avoid additional fees

✓Additional director, casual vacancy, and independent director appointments managed correctly

✓Director's details confirmed on the company's public MCA record post-filing

✓First director appointment filings cleared where pending from incorporation

✓Director's date of appointment, designation, and term recorded correctly on MCA

Frequently Asked Questions

DIR-12 is filed by the company with the RoC to record the appointment, resignation, cessation, or change in designation of a director or KMP. For an appointment, it must be filed within 30 days of the date of appointment. Late filing attracts ₹100 per day additional fees.

DIR-2 is the director's written consent to act as director of the company, signed by the incoming director. It is a mandatory attachment to DIR-12 for an appointment filing. A director cannot be appointed without having given their written consent to act.

No — every person to be appointed as a director must hold a valid, active DIN before the appointment. If the proposed director does not have a DIN, Form DIR-3 must be filed first to obtain one. If the DIN is deactivated, it must be reactivated before the appointment can proceed.

An additional director is appointed by the board (under authority in the AOA) between two AGMs and holds office only until the next AGM, at which they must be regularised by shareholders if they are to continue. A director appointed by shareholders at an AGM has a regular term as specified in the resolution.

Not always — additional directors are appointed by the board without immediate shareholder approval. However, independent directors and directors appointed to fill a vacancy must be ratified or appointed by shareholders at the next AGM or EGM as applicable.

Late filing attracts ₹100 per day additional fees. The director also does not appear on the company's MCA public record until DIR-12 is filed — affecting bank, regulatory, and third-party verifications of their directorship status.

Appointing a new director to your company?

We'll verify the DIN, prepare the consent letter and board resolution, and file DIR-12 within 30 days of the appointment.