Board Resolution for Appointment of Additional Director

Board Resolution for Appointment of Additional Director: A Draft

(Board Resolution for Appointment of Additional Director)

What is this resolution for?

The specimen of board resolution provided in this blog is for appointing an additional director. The Board may appoint an additional director at any time who shall hold office up to the date of the next annual general meeting or up to the last date on which the AGM should have been held, whichever is earlier.

Key points

  • This Board Resolution can also be passed through circulation in compliance with Section 175 of the Companies Act 2013.
  • The Articles of Association of the Company should contain the relevant provision for the appointment of an additional director. If not, the articles should first be altered.
  • The proposed director should provide a declaration in Form DIR-8 to the effect that he or she is not disqualified under Section 164(2) of the Act.
  • The proposed director should also give his consent in writing in Form DIR-2 to act as a director of the company. 
  • The certified true copy of the resolution can be forwarded by any Director or Company Secretary.
  • The Company should file Form DIR-12 with the Registrar of Companies within 30 days of the appointment of the additional director.
  • The appointment of the additional director should be regularized in the next annual general meeting. Regularization is needed in order for him to become an executive or non-executive director in the company.   
  • In case of default in holding the annual general meeting, the additional director shall vacate his office on the last day on which the annual general meeting ought to be held.

Draft Board Resolution for appointment of additional director

Given below is a format of a Board Resolution for the appointment of an additional director.


Agenda Proposal

It is proposed to appoint Mr./Mrs. (Name of the proposed director) (DIN: …………) as an additional director in the Company. The consent to act as a director in Form DIR-2 has been received by the Company and will be placed at the meeting.

The Board members may discuss the matter and after deliberations pass the following resolution.

On Company Letterhead

Board Resolution

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF (NAME OF COMPANY) IN ITS MEETING (S.NO.) HELD AT (VENUE OF BOARD MEETING) ON (DATE) AT (TIME)

RESOLVED THAT pursuant to the provisions of Section 161 of the Companies Act, 2013 and other applicable provisions of the Act and the Rules made thereunder (including any statutory modifications or re-enactment thereof for the time being in force) and in terms of the article no…………… of the Articles of Association of the Company and on the recommendations of Nomination and Remuneration Committee (if applicable), Mr./Mrs. (Name of the proposed director) (DIN: …………) who has signified his consent in Form DIR-2, if appointed, to act as a director of the Company, be and is hereby appointed as an additional director of the Company to hold office up to the date of the next annual general meeting.

RESOLVED FURTHER THAT Mr./Mrs. (Name of Director) and Mr./Mrs. (Name of Company Secretary), be and are hereby severally authorized to sign and file e-forms and returns with the Registrar of Companies, to take all such steps, and to do all acts, deeds, and things as may be deemed necessary or expedient to give effect to this resolution including making necessary entries in statutory registers.”

___________________________________________________

For (COMPANY’s NAME)

(Name of Director)

Director

DIN: ___________

Date: ___________


Note: The resolution given above is only for reference purposes and it should be used only after adhering to the provisions of the relevant Acts and rules (if any) that may be applicable for the time being in force.

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