How is an additional director appointed?
An additional director is a director the board appoints under section 161(1) of the Companies Act, when the articles give the board that power. The person holds office until the next annual general meeting, or the last date on which that meeting should have been held, whichever is earlier.
Not under the Act in force. Section 161 still runs until the next annual general meeting, or the last date that meeting should have been held.
Who appoints an additional director?
The board, by a resolution at a board meeting. The members’ power under section 152 is the ordinary route. Section 161 is the exception, and only where the articles authorise it.
The person has to be someone who can be a director: an individual, with a DIN, not disqualified under section 164. The board cannot use this route for a person who failed to get appointed at a general meeting. Who may be appointed is on the qualification page.
How long does the office last?
Until the next annual general meeting, or the last date on which it should have been held, whichever is earlier. If the meeting is not held, the office ends on that last date. It does not run on until a meeting is eventually called.
While in office, the additional director has the duties of any other director. The term is not a three-month cap. That shorter period is a proposal in the Corporate Laws Amendment Bill, 2026, which is not in force.
How is the person continued after the AGM?
The members appoint the person at the general meeting if they want the office to continue. That is a fresh appointment under section 152, not an automatic extension of the board’s resolution. If the members do not appoint the person, the office ends.
Which form is filed?
Form DIR-12 within 30 days of the board resolution, with DIR-2 as the consent taken before the appointment. A later appointment by the members is another DIR-12. Cessation at the annual general meeting, if the person is not appointed, is also filed. The form is the same one described on the appointment page.
Frequently asked questions
Four questions cover the three-month proposal, the articles, a refused candidate, and a missed AGM.
Does an additional director now have a three-month cap?
Not under the Act in force. Section 161 still runs until the next annual general meeting, or the last date that meeting should have been held. A three-month limit appears only as a proposal in the Corporate Laws Amendment Bill, 2026.
Can the board appoint an additional director if the articles are silent?
No. Section 161(1) applies only if the articles give the board that power.
Can the board appoint a person the members refused?
No. The board cannot appoint, as an additional director, a person who failed to get appointed as a director in a general meeting.
Does the office continue if the AGM is not held?
No. The person vacates office on the last date on which the annual general meeting should have been held.
Sources
The appointment is section 161(1). The filing is DIR-12. The 2026 Bill has not changed the section.