Appointment of Managing Director / Whole-time Director — Board Resolution Format

What this resolution covers

Appointment of Managing Director / Whole-time Director is used to appoint an MD/WTD and fix terms of appointment (MGT-14). It is passed under Sections 196, 197, 203, Companies Act, 2013 (Form MGT-14, 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.

Requires shareholder approval (ordinary or special resolution depending on remuneration and company type) in addition to this Board resolution. Quorum under Section 174 applies; the appointee, if already a director, should not be counted for quorum or vote on this item.

MGT-14 filing and shareholder approval

This resolution must also be filed with the Registrar of Companies in Form MGT-14 within 30 days of being passed, since it falls outside the routine Section 179(3) matters that private companies are exempt from filing. Missing the MGT-14 deadline attracts an additional filing fee that grows the longer it stays outstanding, so track the 30-day window from the meeting date, not from when the certified copy is actually issued.

Certified true copy for appointment of managing director / whole-time director

The ROC (Form MGT-14, DIR-12) and the shareholders' meeting 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 managing director / whole-time 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.