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DIR 2 || Consent to Act as Director || Download Word file || Consent and Compliance for Director

DIR 2 || Consent to Act as Director:-

DIR-2 is a prescribed e-form in India used for appointing directors in a company under the Companies Act, 2013. It collects crucial information about the director, including their consent and personal details, ensuring compliance, transparency, and safeguarding stakeholder interests.

As per Section 152 (5) of the Companies Act 2013

"A person appointed as a director shall not act as a director unless he gives his consent to hold the office as director and such consent has been filed with the Registrar within thirty days of his appointment in such manner as may be prescribed"

Provided that in the case of appointment of an independent director in the general meeting, an explanatory statement for such appointment, annexed to the notice for the general meeting, shall include a statement that in the opinion of the Board, he fulfils the conditions specified in this Act for such an appointment.

  1. Consent of Director: A person appointed as a director must provide their consent to hold the office as a director in DIR 2

  2. Time Limit: The director's consent must be filed with the Registrar within 30 days from the date of their appointment.

  3. Independent Director Appointment: In the case of appointing an independent director during a general meeting, an explanatory statement must be included with the meeting notice.

Consequences for Non- Compliance U/s 172:

  1. Non-compliance Penalty: If a company fails to comply with the provisions in this chapter of the Companies Act, both the company and the responsible officer will face penalties.

  2. Penalty Amount: The penalty for noncompliance is set at ₹50,000 for both the company and the officer in default.

  3. Additional Daily Penalty: If the noncompliance continues, an additional penalty of ₹500 will be imposed for each day until the failure is rectified.

  4. Maximum Penalties: The maximum penalty that can be imposed is ₹3,00,000 for the company and ₹1,00,000 for the officer in default.


Form DIR-2

Consent to act as a director of a company

[Pursuant to section 152(5) and rule 8 of Companies (Appointment and Qualification of

Directors) Rules, 2014]


<Name of the Company>

<Address of the Company>

Subject: Consent to act as a director.

I, <Name of Director>, hereby give my consent to act as director of <Name of the Company>, pursuant to sub-section (5) of section 152 of the Companies Act, 2013 and certify that I am not disqualified to become a director under the Companies Act, 2013.

1. Director Identification Number (DIN):

2. Name (in full):

3. Father’s Name (in full):

4. Address:

5. E-mail id:

6. Mobile no.:

7. Income-tax PAN:

8. Occupation:

9. Date of birth:

10. Nationality:

11. Number of companies in which I am already a director and out of such companies the names of the companies in which I am a Managing Director, Chief Executive Officer, Whole-time Director, Secretary, Chief Financial Officer, and Manager. – NIL.

Name of the company


Designation of Director

Shareholding if any

12. Particulars of membership No. and Certificate of Practice No. if the applicant is a member of any professional Institute. Specifically, state NIL if none. - NIL


I declare that I have not been convicted of any offence in connection with the promotion, formation or management of any company or LLP and have not been found guilty of any fraud or misfeasance or any breach of duty to any company under this Act or any previous company law in the last five years. I further declare that if appointed my total Directorship in all the companies shall not exceed the prescribed number of companies in which a person can be appointed as a Director.





Proof of Identity

Proof of residence

Other (if any)



Q. What are the consequences of non-compliance?

A. The penalties mentioned above apply.

Q. Company have uploaded my DIR 12 without DIR 2.

A. Penal consequences may be there as DIR 2 is mandatory under the Companies Act, 2013.

Q. The V3 portal of MCA does not require DIR 2 as a mandatory attachment. Is it necessary to attach DIR 2 as an optional attachment?

A. Yes, it is necessary.

Q. I have provided incorrect information in DIR 2.

A. Providing incorrect material information to the ROC can result in liability for fraudulent documentation. (in case not a material misstatement - no action will be taken)

Q. Is it mandatory to sign DIR 2 with a DSC?

A. No, it is not mandatory to sign DIR 2 with a DSC.

Q. Checklist before DIR 2?






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