StampMitra - Digital LegalTech, Virtual Office & Compliance Platform

Appoint a Director in Your Company Online

A company appoints a director in general meeting under section 152 of the Companies Act, 2013 or, if its Articles allow, the Board appoints an additional director under section 161, and the company files Form DIR-12 within 30 days. The person needs a DIN, a written consent in Form DIR-2 and a declaration that they are not disqualified.

How a director is appointed and the law behind it

Under section 152 of the Companies Act, 2013 directors are appointed by the company in general meeting unless the Act provides otherwise. No one can be appointed without a Director Identification Number (DIN), and the proposed director gives the DIN and a declaration that they are not disqualified. A director cannot act until the consent, in Form DIR-2, is given and filed. The company files Form DIR-12 within 30 days (Rules 8 and 18).

Board appointment or general meeting

Both end with Form DIR-12 within 30 days.

  • Additional director
  • Appointment in general meeting
  • Casual vacancy

Who can be appointed

An individual with a DIN: Only individuals can be directors, and each needs a DIN. Someone without one applies for it first.

  • An individual with a DIN
  • Not disqualified
  • Resident director
  • Nationals of land-border countries
  • Independent directors
  • Limits on directorships

Government fees

Fees depend on the company's capital. Late filing is charged as multiples of the normal fee.

  • Form DIR-12: ₹200 to ₹600 by nominal capital
  • Form DIR-12 filed late: Normal fee plus 2 to 12 times as additional fee
  • DIN application, where the person has none: ₹899 + GST per person
  • DIR-3 KYC Web, on time: Nil
  • DIR-3 KYC Web, delayed: ₹5,000
  • Form MGT-14, only if a special resolution is passed: ₹200 to ₹600

Documents you need

The company files; the proposed director supplies the personal documents.

  • PAN
  • Proof of identity
  • Proof of address
  • Photograph
  • DIN, or the application for one
  • Digital Signature Certificate

How the appointment works

Time limits

Stage, Time limit, Basis

  • Consent in Form DIR-2: On or before the appointment; the director cannot act until it is filed
  • Notice of a general meeting: At least 21 clear days; shorter only with consent
  • Form DIR-12: Within 30 days of the appointment
  • Additional director's term: Until the next AGM, or the last date it should have been held
  • DIR-3 KYC: Once every third financial year, from 31 March 2026

Work out your DIR-12 date

Enter the day the director was appointed.

What a late DIR-12 costs

A director may not act until the consent has been given and filed (section 152(5)).

  • Up to 30 days: 2 times
  • More than 30 days, up to 60 days: 4 times
  • More than 60 days, up to 90 days: 6 times
  • More than 90 days, up to 180 days: 10 times
  • More than 180 days: 12 times

After the appointment

DIR-3 KYC is now three-yearly: The Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, notified on 31 December 2025 and in force from 31 March 2026, replaced annual DIR-3 KYC with a filing once every third financial year. See our DIN eKYC page.

  • DIR-3 KYC is now three-yearly
  • Changes in contact details
  • Registers
  • Other records

Defects to avoid

Each point follows from a condition in the Act or the rules.

  • The DIN is deactivated because the DIR-3 KYC was not filed.
  • The Digital Signature Certificate does not match the signatory.
  • The DIR-2 consent or the declaration of non-disqualification is missing.
  • Ministry of Home Affairs clearance is missing for a national of a land-border country.
  • Form DIR-12 is filed after 30 days.

What StampMitra does for you

DIN application, where required: We apply for a DIN for a new director who does not have one.

  • DIN application, where required
  • Consent and resolution drafting
  • Prepare and file Form DIR-12
  • Filing acknowledgment

How it works

  1. Check the Articles and board size Confirm the route you want is allowed.
  2. Get a DIN and a DSC The proposed director obtains both if they have none.
  3. Obtain consent and declaration Take consent in Form DIR-2 and a declaration of non-disqualification.
  4. Appoint the director By Board resolution as additional director, or in general meeting.
  5. File Form DIR-12 File within 30 days of the appointment.

Frequently asked questions

How many directors can a company have?

A public company needs at least three, a private company at least two and a One Person Company at least one. The maximum is 15; more needs a special resolution (section 149(1)).

What is the deadline to file DIR-12?

Within 30 days of the appointment. Late filing carries an additional fee of 2 to 12 times the normal fee.

Is a DIN mandatory?

Yes. No one can be appointed as a director without a DIN (section 152(3)).

Does a company need a resident director?

Yes. At least one director must have stayed in India for 182 days or more during the financial year, counted in proportion for a newly incorporated company (section 149(3)).

Is the consent in Form DIR-2 needed?

Yes. A director cannot act until the consent is given and filed, and it is given on or before the appointment (section 152(5)).

Is DIR-3 KYC still annual?

No. From 31 March 2026 it is filed once every third financial year. A change in mobile number, e-mail or address is reported within 30 days.

Is Form MGT-14 needed for an appointment?

Not for an ordinary resolution or a Board appointment. It is needed only if a special resolution is passed, for example to alter the Articles.

Can the Board appoint a director without a general meeting?

Yes, as an additional director, if the Articles allow it (section 161(1)). The term runs until the next AGM.

What if the person is a national of a land-border country?

Security clearance from the Ministry of Home Affairs has to be attached to the filing.

Can a person who is disqualified be appointed?

No. The proposed director gives a declaration that they are not disqualified under section 164 (section 152(4)).

Does this page cover LLP partners?

No. It covers directors of companies only. LLP partners are changed through Form 4: see our LLP Partner Change page.