Adding a director, explained
Adding a director means appointing an individual to the board under section 152 (by shareholders) or section 161 (by the board, where the articles allow) of the Companies Act, 2013. The appointment takes effect from the date of the meeting that approves it and is filed in DIR-12 within 30 days. A new director without a DIN applies in DIR-3 first. LLPs file Form 4 instead.
| Term | What it means |
|---|---|
| Additional director | Appointed by the board where the articles allow. Holds office up to the next AGM, or the last date on which it should have been held, whichever is earlier. |
| Regularisation | Appointment as a director by shareholders at the AGM, so the additional director continues. |
| DIN of the designated partner | The same number a company director uses. DPIN and DIN are not two different things. |
Who can be appointed, and the limits
Any individual with an active DIN who is not disqualified under section 164 can be appointed, within the board-size and directorship limits of the Act. Check these four points before calling the board meeting.
| Check | Rule | Section |
|---|---|---|
| DIN | Must hold a DIN, and it must be active, not deactivated for missed KYC | s.152(3); Rule 12A |
| Not disqualified | No disqualification under section 164, confirmed in DIR-8 | s.164; Rule 14(1) |
| Directorship cap | No more than 20 companies in total, of which no more than 10 public companies | s.165(1) |
| Board size | Minimum 2 (private), 3 (public), 1 (OPC); maximum 15, more only by special resolution | s.149(1) |
| Resident director | At least one director on the board must have stayed in India 182 days or more during the financial year | s.149(3) |
A director whose DIN is deactivated cannot be appointed until it is restored. If that is the case, start with DIN reactivation.
Which appointment route to use
Most private companies add a director as an additional director by board resolution, then have the shareholders appoint that person at the next AGM. The board route is quicker because it needs no general meeting.
| Route | Who approves | Condition | How long the director holds office | Filing |
|---|---|---|---|---|
| Additional director | Board resolution | Articles must allow it | Up to the next AGM, or the last date it should have been held, whichever is earlier | DIR-12 within 30 days |
| Director appointed in general meeting | Ordinary resolution of shareholders at an AGM or EGM | Notice of the meeting with the proposal | As per the resolution and the articles | DIR-12 within 30 days |
| Regularising an additional director | Ordinary resolution at the AGM | Proposal in the AGM notice | Continues as a director | DIR-12 within 30 days of the AGM, for the change in designation |
| Designated partner in an LLP | Partners, per the LLP agreement | DIN and consent | As per the LLP agreement | Form 4 within 30 days; Form 3 if the agreement changes |
If an additional director is not appointed by the shareholders by the AGM or its due date, the office ends on that date. We track this so the director does not lapse without anyone noticing.
Appointing a managing director or whole-time director involves further approvals under sections 196 and 197. We quote for those separately.
How the work runs
- DIN check. We arrange a Class 3 DSC and apply for a DIN in DIR-3 if the director does not have one, or check that the existing DIN is active.
- Documents. PAN, identity and address proof and photograph, checked against the DIN record.
- Consents and declarations. DIR-2 consent, DIR-8 declaration and the MBP-1 disclosure prepared.
- Resolution. Board or shareholder resolution drafted and the meeting papers prepared.
- Filing. DIR-12 filed within 30 days of the appointment, and the statutory registers updated.
We check each document against the director's PAN and DIN record before filing.
Forms and documents for a director appointment
One MCA form, DIR-12, records the appointment. The rest are documents the company collects and keeps.
| Document or form | What it is | Who signs | Where it goes |
|---|---|---|---|
| DIR-3 (only if no DIN) | DIN application | New director, verified by the company | MCA, ₹500 fee |
| DIR-2 | Written consent to act as director | New director | Filed with DIR-12 (s.152(5)) |
| DIR-8 | Declaration of not being disqualified | New director | Given to the company; attached to DIR-12 |
| MBP-1 | Disclosure of interest in other companies and firms | New director | Given at the first board meeting he attends (s.184(1)) |
| Board or shareholder resolution | Approves the appointment | Chair of the meeting | Attached to DIR-12 |
| DIR-12 | Particulars of the appointment | Director or company secretary, with DSC | MCA, within 30 days |
| Register of directors and KMP | Statutory register updated | Company | Kept at the registered office |
Director appointment fees
Our professional fee for adding a director is ₹999. The MCA fee for DIR-12 depends on your authorised capital.
Professional fee
| Service | Regikart fee |
|---|---|
| Director appointment: resolution, DIR-2, DIR-8, MBP-1 and DIR-12 | ₹999 per appointment |
| DIN for a new director (DIR-3) | ₹999 plus ₹500 MCA fee (see DIN registration) |
Government fee (DIR-12, by authorised capital)
| Authorised share capital | Normal fee |
|---|---|
| Less than ₹1,00,000 | ₹200 |
| ₹1,00,000 to less than ₹5,00,000 | ₹300 |
| ₹5,00,000 to less than ₹25,00,000 | ₹400 |
| ₹25,00,000 to less than ₹1,00,00,000 | ₹500 |
| ₹1,00,00,000 and above | ₹600 |
| Company without share capital | ₹200 |
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals to the department and are shown separately. Fees verified on 22 September 2026.
If DIR-12 is filed late
A late DIR-12 costs more, but the appointment itself stays valid. The additional fee is a multiple of the normal fee, based on the delay.
| Delay after the 30-day due date | Additional fee |
|---|---|
| Up to 30 days | 2 × normal fee |
| More than 30 and up to 60 days | 4 × normal fee |
| More than 60 and up to 90 days | 6 × normal fee |
| More than 90 and up to 180 days | 10 × normal fee |
| More than 180 days | 12 × normal fee |
Until DIR-12 is filed, the MCA record does not show the new director, and he cannot sign company forms as a director on the portal.
Mistakes we see
Most appointment problems are timing and record issues, not legal ones.
- Additional director who quietly lapses. Office ends at the AGM or its due date if the shareholders do not appoint him.
- Articles that do not allow additional directors. Check the AoA before the board meeting; otherwise use a general meeting.
- Deactivated DIN. The appointment cannot be filed. Check DIN status first.
- Board below the minimum after other changes. If someone is also resigning, file the appointment first. See director resignation and removal.
- No resident director. A board of only non-resident directors breaches section 149(3).
Not sure which route fits? Send us the details and a CS will tell you.