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The Classic Partners LLP ยท Director Filings

MR-1 โ€” Appointment of MD/WTD/Manager

Appointing a Managing Director, Whole-Time Director or Manager isn't complete until the ROC has been notified through Form MR-1, backed by the right resolutions and consents.

Quick answer

Form MR-1 is the return a company files with the ROC to record the appointment of a Managing Director, Whole-Time Director or Manager, along with terms of remuneration. It's generally filed within 60 days of the appointment, supported by the board resolution (and shareholder approval where required), the appointee's consent, and terms of appointment. Where remuneration exceeds prescribed limits or the company is in default of certain filings, central government approval may also be needed before the appointment takes effect.

What we cover

What this service covers

From resolution drafting through to the ROC filing.

  • Drafting the board resolution for the appointment
  • Shareholder resolution where required by the company's scale
  • Consent and disclosure documentation from the appointee
  • Terms of appointment and remuneration structuring
  • Filing Form MR-1 within the statutory window
  • Advising on Schedule V compliance where applicable
Key components

Key components

What an MR-1 filing typically includes.

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Board Resolution

The board formally approves the appointment and terms before any filing is made.

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Remuneration Terms

Salary, perquisites and other terms are documented and, where limits apply, checked against Schedule V.

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ROC Filing

Form MR-1 records the appointment with the Registrar within the prescribed deadline.

How we work

Our process

From initial consultation to completion.

1

Confirm Eligibility

Check the appointee meets the age, disqualification and other statutory requirements.

2

Pass Resolutions

Board approval, and shareholder approval where the company's profile requires it.

3

Document Terms

Formalise the appointment letter and remuneration structure.

4

File MR-1

Submit the return to the ROC within 60 days of the appointment.

Why choose us

Why the filing details matter

What sets our approach apart.

Remuneration limits are easy to miss

Companies without adequate profits face specific remuneration ceilings under Schedule V โ€” we check this before terms are finalised, not after.

Deadlines are firm

MR-1 is due within 60 days of appointment, and late filing attracts additional fees that scale with delay.

Disqualification checks protect the company

Appointing someone who doesn't meet statutory eligibility criteria can unwind the appointment later โ€” we verify this upfront.

FAQs

MR-1 โ€” Appointment of MD/WTD/Manager questions answered

What people ask before engaging us.

Not always โ€” it depends on the company's paid-up capital and other prescribed thresholds; smaller companies may only need board approval.
The company can still pay it with central government approval, or by meeting alternative conditions prescribed under Schedule V for inadequate-profit situations.
Yes, subject to prescribed limits on the number of companies a person can be MD or WTD of simultaneously, along with any conflict-of-interest considerations.
A material variation in terms of appointment or remuneration typically needs its own resolution and, depending on the change, a fresh filing to keep ROC records current.

Appointing an MD, WTD or Manager?

We'll structure the terms and file MR-1 within the 60-day window.

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