Section 152 of the Companies Act, 2013 Appointment of directors

In force Change proposed — not yet law Explainer reviewed 23 October 2026

Section 152 governs how directors are appointed: the subscribers are first directors if the articles name none, later directors are appointed by members in general meeting, and every director needs a DIN, a non-disqualification declaration and a consent filed with the Registrar within 30 days. In a public company at least two-thirds of directors must be liable to retire by rotation.

Who it applies to

Every company
Persons being appointed as directors

What the section says

If the articles do not name first directors, the individual subscribers to the memorandum are deemed first directors. In an OPC the individual member is (s.152(1)).
Unless the Act provides otherwise, every director is appointed by the company in general meeting (s.152(2)).
No one can be appointed without a Director Identification Number, and every proposed director must give the DIN and a declaration of non-disqualification (s.152(3)-(4)).
A director cannot act until their consent to hold office is filed with the Registrar within 30 days of appointment (s.152(5)). The consent is in Form DIR-2, and the company reports the appointment in Form DIR-12. For an independent director, the notice must state the Board's opinion that the person meets the conditions.
In a public company, unless the articles provide for all directors to retire every year, at least two-thirds of directors (excluding independent directors) retire by rotation, and one-third of those retire at each AGM, the longest in office first (s.152(6)).
If a retiring director's vacancy is not filled and not expressly left vacant, the meeting adjourns by a week. If the vacancy is still unfilled, the retiring director is deemed re-appointed, subject to exceptions (s.152(7)).

Related sections

Sections this one refers to:

154Allotment of Director Identificati...153Application for allotment of Direc...162Appointment of directors to be vot...160Right of persons other than retiri...

Sections that refer to this one:

149Company to have Board of Directors 150Manner of selection of independent...159Penalty for default of certain pro...160Right of persons other than retiri...164Disqualifications for appointment...

Common questions

Who are the first directors of a company?

Those named in the articles. If none are named, the individual subscribers to the memorandum are deemed first directors until directors are duly appointed.

Can a person act as director before filing consent?

No. Section 152(5) says a person cannot act as director unless their consent is filed with the Registrar within 30 days of appointment.

Do private company directors retire by rotation?

Section 152(6) applies to public companies. A private company follows its articles.

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Section number, heading and status: Companies Act, 2013 as consolidated on India Code (amendments to about 2020–21). Sources for this page: Companies Act, 2013: India Code consolidated text. Reviewed 23 October 2026. General information, not legal advice; confirm on the official sources before relying on a provision.