Draft board resolution for intention to appoint a director for allotment of DIN under the Companies Act, 2013.

Board Resolution for Intention to Appoint a Director

“RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder, the consent of the Board be and is hereby accorded to consider the appointment of Mr./Ms. __________, as an Additional Director of the Company, subject to allotment of Director Identification Number (DIN) by the Ministry of Corporate Affairs.

RESOLVED FURTHER THAT Mr./Ms. __________ has expressed his/her willingness to act as a Director of the Company and has given the necessary declaration and consent as required under the Companies Act, 2013, except DIN.

RESOLVED FURTHER THAT upon allotment of DIN to Mr./Ms. __________, his/her appointment as Additional Director of the Company shall be placed before the Board for formal appointment and necessary filings with the Registrar of Companies shall be made accordingly.

RESOLVED FURTHER THAT any director of the Company be and is hereby authorised to make application for allotment of DIN on behalf of the proposed Director, file all necessary forms, returns and documents with the Ministry of Corporate Affairs, and do all such acts, deeds and things as may be necessary to give effect to this resolution.”

FAQs – Appointment of Director Subject to Allotment of DIN

1. Can a company appoint a director if the person does not have a DIN yet?
A company cannot legally appoint a person as a director without a DIN. However, the Board can record its intention to appoint the person and authorise the filing of a DIN application. The actual appointment takes place only after the DIN is allotted by the Ministry of Corporate Affairs.

2. Why do companies pass a board resolution before DIN is allotted?
This resolution is passed to show that the company has a genuine and specific intention to appoint the person as a director. It also helps in justifying the DIN application before MCA and creates a clear compliance trail within the company’s records.

3. Is this resolution treated as an appointment of director?
No, this resolution does not amount to appointment. It is only an expression of intent by the Board. The person becomes a director only after the DIN is allotted, a fresh board resolution for appointment is passed, and the required statutory forms are filed.

4. Which form is used for applying for DIN in such cases?
DIN is generally applied through Form DIR-3 when it is a standalone application. In certain cases, such as incorporation or restructuring, DIN may also be applied through SPICe+. The intention resolution is usually attached as a supporting document.

5. Can the proposed director attend board meetings before DIN is allotted?
Yes, the person may attend board meetings as an invitee, but not as a director. They cannot vote, sign board minutes, or exercise any powers of a director until the DIN is allotted and the appointment is formally completed.

6. What if the DIN application is rejected or takes time?
If the DIN application is rejected or delayed, there is no compliance issue for the company. The intention resolution simply does not take effect. The company may reapply after correcting the defects or may decide not to proceed with the appointment.

7. Is DIR-12 required to be filed after passing this intention resolution?
No, DIR-12 is not required at this stage. DIR-12 is filed only after the DIN is allotted and the Board passes a formal resolution appointing the person as a director or additional director.