DIR-2 Format (Latest) – Consent To Act As Director Form Download

Whenever a new director is appointed to a company in India, the process is not one-sided. A company cannot legally recognise or treat someone as a director unless that person gives written consent. The appointment is not valid under the Ministry of Corporate Affairs (MCA) until this consent is submitted to the Registrar of Companies (ROC).

Form DIR-2 is the official and mandatory document used for giving “Consent to Act as a Director.” It is required under Section 152(5) of the Companies Act, 2013, along with Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014. This form ensures legal compliance, authentic director appointment, and proper ROC filing for all companies in India.

This guide provides you with the latest DIR-2 format (fully editable in Word), explains the strict legal requirements behind it, and walks you through exactly how to fill it out and attach it when filing Form DIR-2, ensuring your application is not rejected.

Legal Validity of DIR-2 (Section 152(5) & Rule 8 Explained)

The requirement for Form DIR-2 is not just a simple formality. It is a mandatory legal requirement under India’s corporate laws. DIR-2 is essential for director appointment, MCA compliance, and ROC filing.

1. Section 152(5) of the Companies Act, 2013

This section is the main rule for director consent. It clearly states that a person appointed as a director cannot act as a director unless they give their written consent to hold the office. This consent must also be filed with the Registrar of Companies (ROC) within the allowed time. Without a signed DIR-2, any action taken by the newly appointed director may become legally invalid.

2. Rule 8 of the Appointment and Qualification of Directors Rules, 2014

The Act tells what must be done, but Rule 8 explains how it must be done. It requires two steps:

Step 1: The person appointed as a director must give written consent to the company in Form DIR-2.

Step 2: The company must then file this consent with the ROC using Form DIR-12 within 30 days of the appointment.

These steps ensure proper ROC compliance and a valid director appointment process.

3. Critical Updates (Ministry of Home Affairs & Section 164)

The latest DIR-2 format has been updated with stricter compliance rules (effective 01.06.2022). The updated form requires important declarations along with the consent:

Security Clearance: The director must declare whether they need security clearance from the Ministry of Home Affairs (MHA). If required, they must confirm that the clearance has been obtained and attached.

Disqualification Check (Section 164): The director must declare that they are not disqualified under Section 164 of the Companies Act, 2013. This makes the director personally responsible if they sign DIR-2 while being disqualified (for example, due to non-filing by companies they were associated with).

Conviction History: The director must state that they have not been convicted for offences related to company formation/management or found guilty of fraud or misfeasance in the last five years.

When Is DIR-2 Form Required?

Form DIR-2 is needed whenever a person is being appointed as a director. It acts as a safety check to ensure that no one is appointed to a company’s board without their clear written consent. Below are the situations where DIR-2 must be taken:

1. Fresh Appointment (Private, Public, OPC)

If a new director is being appointed in a Private Limited Company, Public Limited Company, or One Person Company (OPC), the company must first collect DIR-2 from the proposed director. Without this written consent, the company cannot pass a board resolution or shareholder resolution for the appointment.

2. Special Types of Director Appointments

DIR-2 is also required when appointing:

• Additional Director

• Alternate Director

• Nominee Director

They must submit their written consent before their appointment becomes valid.

3. Regularisation of Additional Director

When an Additional Director is confirmed at the Annual General Meeting (AGM), a new DIR-2 is not legally required if the company has already collected a valid one during the initial appointment. However, many companies choose to take a fresh DIR-2 to ensure all declarations, especially regarding disqualification, are up to date.

4. Change in Control / Investor Nominee Directors

During funding rounds, investments, or acquisitions, new investors may nominate their own directors. In such cases, every nominee director must sign and give DIR-2 before joining the board.

Important Filing Clarification

• DIR-2 is never filed alone with the Ministry of Corporate Affairs (MCA).

• It must always be attached to Form DIR-12 (which is used to file director appointment details).

• The company must upload DIR-12 with the attached DIR-2 to the Registrar of Companies (ROC) within 30 days of the appointment.

If DIR-2 is missing or invalid, the ROC will reject the entire filing.

Key Components of DIR-2 (Information You Must Capture)

Form DIR-2 has a fixed format. While filling it, all details must match your PAN, passport, or other official records exactly. Any mismatch can cause ROC filing issues.

Below are the main details you must capture in the latest DIR-2 form:

1. Director’s Personal Information

Fields 1 to 10 of DIR-2 require basic personal details:

• Director Identification Number (DIN):
  A unique 8-digit number issued by the Ministry of Corporate Affairs (MCA).

• Full Name & Father’s Name:
  Must match the PAN card or passport exactly.

• Contact Details:
  Current residential address, valid email ID, and mobile number.

• Income-tax PAN:
  Mandatory for all Indian citizens.

• Other Details:
  Date of Birth, Nationality, and Occupation- important for identity verification and MCA compliance.

2. Existing Professional Status

• Current Directorships (Field 11):
  You must mention how many companies you are already a director of. And you must list the company names where you hold major positions, such as:

  • Managing Director

  • CEO

  • Whole-time Director

  • CFO

  • Company Secretary

• Professional Memberships (Field 12):
  If you are a member of ICAI, ICSI, or ICWAI, provide your Membership Number and Certificate of Practice (COP) number. If you are not a member, write “NIL.”

3. Mandatory Legal Declarations

The declaration section of DIR-2 requires the director to confirm:

• Clean Legal Record:
  No conviction or charges of fraud/mismanagement in the last 5 years.

• Directorship Limits:
  Taking this new position will not cross the maximum number of directorships allowed under the Companies Act, 2013.

• Security Clearance Requirement:
  The director must declare whether security clearance from the Ministry of Home Affairs (MHA) is required. If required, the clearance must be obtained and attached.

4. Attachments Required

DIR-2 is incomplete without mandatory documents:

• Proof of Identity:
  PAN card or Passport.

• Proof of Residence:
  Aadhaar, Voter ID, or a Utility Bill (not older than 2 months).

Signing Requirement:
DIR-2 is generally signed physically by the director. If using a Digital Signature Certificate (DSC), it can be signed digitally. The signed document must be scanned into PDF format and attached to Form DIR-12 on the MCA V3 portal.

Step-by-Step Instructions – How to Use DIR-2 in a Director Appointment?

This step-by-step guide explains how to correctly use DIR-2 for appointing a new director in any company under MCA rules. It covers every essential step, from collecting documents to filing DIR-12, so your director appointment is legally valid and ROC-compliant.

Step 1: Collect DIN & Basic Documents

Collect the proposed director’s DIN, PAN, address proof, email ID, and mobile number. These documents are mandatory for preparing DIR-2 and completing ROC compliance.

Step 2: Fill the DIR-2 Format

Download the DIR-2 format and enter all details like name, DIN, DOB, occupation, and declarations. Make sure the information matches the director’s PAN/Aadhaar to avoid MCA filing errors.

Step 3: Print DIR-2 on Letterhead or A4

Print the filled DIR-2 on company letterhead or a plain A4 sheet. Check that the company name and CIN mentioned in the subject line are correct.

Step 4: Get DIR-2 Signed by the Director

Ask the proposed director to sign the DIR-2 (wet ink or DSC).
Ensure the signature is clear, and the date is correctly mentioned.

Step 5: Prepare the Board/Shareholder Resolution

Draft a resolution approving the appointment of the new director.
This resolution is required for attaching to DIR-12 during MCA filing.

Step 6: Scan DIR-2 & Supporting Proofs

Scan the signed DIR-2 and ID/address proofs into PDF format.
Keep these scanned copies ready for uploading and internal records.

Step 7: Log in to MCA & Open eForm DIR-12

Log in to the MCA V3 portal and open DIR-12 (Appointment of Director).
Enter the appointment details exactly as approved in the Board/GM meeting.

Step 8: Attach the Signed DIR-2 to DIR-12

Upload the scanned DIR-2 in the attachments section.
This is compulsory- DIR-12 will be rejected without DIR-2.

Step 9: Attach Other Required Documents

Attach the certified Board/GM resolution and Letter of Appointment (if issued).
These support documents confirm the validity of the director’s appointment.

Step 10: Affix DSC & File DIR-12

Apply DSCs of the new director/authorised signatory and submit DIR-12.
Pay the filing fee and complete the submission within 30 days of appointment.

Step 11: Maintain DIR-2 in Company Records

Store the original DIR-2 in the company’s statutory register.
Update the Register of Directors & KMP after the appointment is approved.

Pro Tip: Verify Directorship Limits & Disqualification

Before filing, check if the director is disqualified under Section 164 or exceeds the maximum directorship limit. This prevents MCA rejection and future compliance issues.

Common DIR-2 Mistakes That Cause Rejection

Filing DIR-2 is very sensitive, and most rejections happen because the attached DIR-2 has mistakes. Since the ROC system checks all details with the MCA database, even small errors can cause your filing to be rejected or flagged for compliance issues.

DIN Mismatch or Wrong Personal Details

If the DIN, name, father’s name, or PAN in DIR-2 does not match the details in the MCA DIR-3 KYC record, the ROC may reject the filing. All details must match exactly as per MCA records.

Wrong Company Name

The company name in DIR-2 must be the exact registered name on the MCA portal. Using short forms, old company names, or spelling mistakes can make the consent invalid.

Using Old or Wrong DIR-2 Format

You must use the latest DIR-2 format, which includes mandatory declarations like Security Clearance and 5-year conviction history. Using outdated or self-made formats leads to immediate rejection.

Incorrect Directorship Disclosure (Field 11)

The director must correctly declare all existing directorships. Wrong information can create a risk of violating the maximum limit of 20 directorships, which is a legal offence under the Companies Act.

Ignoring Security Clearance Requirement

Directors from countries sharing a land border with India must attach security clearance from the Ministry of Home Affairs (MHA). Leaving these checkboxes blank or selecting the wrong option is a major non-compliance issue.

Signature or Scan Issues

If the uploaded DIR-2 is unclear, faint, cut-off, or missing a proper signature and date, the ROC will not accept it. The document must be clearly signed, scanned, and readable.

Mini Checklist: Before You Scan

Before you scan the physical DIR-2 for upload, run this 5-second check:

• DIN Verified: Matches the MCA master data.

• Identity Check: Name and Father's Name match the PAN card exactly.

• Directorships: The List of other companies is accurate and complete.

• Latest Format: Contains the "Security Clearance" declaration paragraph.

• Execution: Signed and dated clearly by the appointee.

FAQs on DIR-2 Format & Usage

Here are answers to the most common questions regarding the Consent to Act as Director form.

Q1. Is DIR-2 mandatory for every new director appointment under the Companies Act, 2013?

Yes. Under Section 152(5) of the Companies Act, 2013, a person appointed as a director "shall not act" as a director unless they give their consent to hold the office. Rule 8 specifically prescribes that this consent must be in writing in Form DIR-2. Without this, the appointment is legally incomplete and invalid.

Q2. What is the difference between DIR-2 and DIR-12, and which one is filed with MCA?

• DIR-2 (Consent Form): This is an internal document signed by the director giving their consent to the company. It is not filed as a standalone e-form.

• DIR-12 (Filing Form): This is the official e-form filed by the company with the MCA/ROC to report the appointment.

• Relationship: You take the physical/signed DIR-2 from the director and attach it as a PDF inside the DIR-12 e-form when filing it online.

Q3. Do I need to obtain a fresh DIR-2 every time a director is re-appointed?

Generally, No. If a director retires by rotation and is immediately re-appointed at the same AGM, a fresh DIR-2 is usually not required as the consent is deemed to continue. However, for any new appointment (e.g., an Additional Director being regularised for the first time or a fresh term for an Independent Director), obtaining a fresh DIR-2 is the safest compliance practice to ensure all declarations (like disqualification status) are current.

Q4. Can DIR-2 be signed digitally, or must it always be a physical signature?

The law requires consent "in writing". In modern practice, this can be achieved in two ways:

1. Physical Signature: The director signs with wet ink, and the document is scanned.

2. Digital Signature (DSC): The director affixes their valid Digital Signature Certificate (DSC) to the PDF. Both are accepted by the MCA, provided the final attached file in DIR-12 is legible and valid.

Q5. What happens if a company appoints a director without taking DIR-2 or filing it with DIR-12 in time?

• Legal Validity: If DIR-2 is not obtained, the director's actions may be challenged as invalid since Section 152(5) forbids them from acting without consent.

• Penalties: If the company fails to file Form DIR-12 (with the attached DIR-2) within 30 days, it will have to pay additional government fees (penalties) based on the delay duration (ranging from 2 times to 12 times the normal fee). Continued failure can also attract fines for the company and officers in default.