FreeCompliance

DIR-2: consent to act as director, explained

2 min read

Before anyone can become a director of an Indian company, they must give written consent to act as one. That consent is form DIR-2. It is required at incorporation and every time a new director is appointed later.

Why DIR-2 is required

Section 152(5) of the Companies Act, 2013 says a person appointed as a director shall not act as a director unless they give consent to hold the office, in the prescribed form. Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014 prescribes that form as DIR-2.

The point is simple: nobody should be made a director without knowing it. Directors carry personal duties and, in some cases, personal liability, so the law wants their agreement on record.

What DIR-2 contains

DIR-2 is a short consent letter with the director's details. It covers:

  • Full name, father's name, address, email and mobile number
  • Director Identification Number (DIN), or a note that DIN is being applied for through SPICe+
  • Nationality, date of birth, occupation and PAN
  • Number of companies in which the person is already a director
  • A declaration that they are not disqualified under Section 164
  • A declaration that the number of directorships will stay within the limit in Section 165
  • Signature, place and date

It is usually supported by self-attested identity and address proof of the director.

The directorship limits it refers to

Under Section 165, a person can hold directorships in at most 20 companies, of which no more than 10 can be public companies. Directorships in dormant companies are not counted. DIR-2 makes the director confirm they are within this limit.

Section 164 lists disqualifications, such as being an undischarged insolvent, being convicted of certain offences, or being a director of a company that has not filed financial statements or annual returns for three continuous years.

How DIR-2 is used at incorporation

  1. 1.Each proposed director signs DIR-2.
  2. 2.The signed DIR-2 is scanned and attached to SPICe+ Part B.
  3. 3.The Registrar checks it against the director details in the form.
  4. 4.After incorporation, the company keeps the original with its statutory records.

When a director is appointed later, the company attaches DIR-2 to form DIR-12, which must be filed within 30 days of the appointment.

Frequently asked questions

Yes. At incorporation it is attached to SPICe+ Part B. For later appointments it is attached to DIR-12.

Yes. At incorporation, DIN can be allotted through SPICe+, so DIR-2 can mention that DIN is applied for.

No. DIR-2 is consent to act as director. DIR-8 is the intimation that a director is not disqualified under Section 164, given to the company before appointment.

No. It is a signed letter on plain paper. Signatures should be wet or digital, and match the director's other documents.

This guide is general information, not legal advice. Government fees and procedures change; confirm current figures before you file.

Read next