Appointment of an additional director — Board Resolution Format
Appointment of an additional director is passed by the Board of Directors under Section 161(1), Companies Act, 2013 (Form DIR-12) — this tool drafts the resolution, a certified true copy ready for the ROC (Form DIR-12), and the meeting notice, pre-filled for this exact resolution.
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Appointment of an additional director
Section 161(1), Companies Act, 2013 (Form DIR-12)
- · An additional director's appointment must be regularised by the members at the next AGM — see the separate "Regularisation of an additional director" template.
- · Quorum under Section 174 applies.
Certification (for the Certified True Copy)
Defaults to today — a CTC is often certified well after the meeting.
Notice of meeting
Live preview — Certified True Copy
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- Company name
- CIN
- Registered office
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- At least one director with a DIN
- Meeting date
- Notice date
- Date of certification
- Signing director's DIN
- Appointment of an additional director: Director's full name (with Mr./Ms.)
- Appointment of an additional director: DIN
- Appointment of an additional director: Effective date
- Appointment of an additional director: Director authorised to file DIR-12
[COMPANY NAME] CIN: [CIN] Registered Office: [Registered Office] ────────────────────────────────────────────────────────────────────── CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON [Date] AT 11:00 A.M. AT ITS REGISTERED OFFICE AT [Registered Office] Item No. 1: Appointment of an additional director "RESOLVED THAT pursuant to Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, [Director's full name (with Mr./Ms.)] (DIN: [DIN]), who has given his/her consent to act as director in Form DIR-2 and has confirmed that he/she is not disqualified from being appointed as a director under Section 164, be and is hereby appointed as an Additional Director of the Company with effect from [Effective date], to hold office up to the date of the next Annual General Meeting. RESOLVED FURTHER THAT [Director authorised to file DIR-12], be and is hereby authorised to file Form DIR-12 with the Registrar of Companies within 30 days of this appointment." CERTIFIED TRUE COPY For [Company Name] _______________________ Director of the Company DIN: [DIN missing] Date: 28 July 2026 Place: [City]
What this resolution covers
Appointment of an additional director is used to appoint a director to hold office until the next AGM. It is passed under Section 161(1), Companies Act, 2013 (Form DIR-12), at a board of directors meeting where quorum is one-third of the total strength of the Board or two directors, whichever is higher, under Section 174 of the Companies Act, 2013. The operative wording follows the standard "RESOLVED THAT... RESOLVED FURTHER THAT..." structure used across Indian corporate practice, naming the specific party, amount or person the resolution authorises, so it reads as a genuine minute rather than a generic template when placed before the board.
An additional director's appointment must be regularised by the members at the next AGM — see the separate "Regularisation of an additional director" template. Quorum under Section 174 applies.
MGT-14 filing and shareholder approval
Because this is a routine matter under Section 179(3), a private company does not need to file this resolution with the ROC in Form MGT-14 — the 5 June 2015 exemption notification covers it. Public companies and companies without the benefit of that exemption should confirm the position with their Company Secretary before assuming no filing is required.
Certified true copy for appointment of an additional director
The ROC (Form DIR-12) will almost always ask for a certified true copy of this resolution rather than the plain minutes extract — a director or the Company Secretary reviews the copy against the minute book and certifies it, on the company's letterhead, with their name, designation and DIN (or Membership Number and Certificate of Practice number for a CS). This tool generates that certified copy directly from the same resolution text, with a signature block that adapts automatically to whichever signatory type you choose, an optional common seal line, and a "furnished to" clause naming the recipient.
Selecting appointment of an additional director in the generator produces all three documents from one form — the board resolution (minutes extract), the certified true copy, and a Section 173 notice of meeting with the agenda already filled in — so nothing needs to be retyped across the three.
Frequently asked questions
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Why this matters
A resolution on its own is an internal minute — a bank, the ROC, or a counterparty wants the certified true copy. Getting both right, every time, is what turns a compliance conversation into an engagement.
Related tools
Drafting resolutions for many companies? PracticeFlow keeps every company's records and deadlines in one place — so this draft is never the last document you need for a client.
See PracticeFlow for CS FirmsThis is a draft template. Review against your Articles of Association and the Companies Act, 2013 before use — not legal advice.