Appointment and Resignation of Director - Online Process
In the process of appointment and resignation of a director, as per the provision of the act, a company is an artificial person, it cannot be work by themselves. So it is the responsibility of every company to appoint a person as a director of the company.
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Appointment and Resignation of Director
Team of director is supreme authority who is controlling management and affairs of company. Section 2(34) of Companies Act,2013 define Director means Director who is appointed to board of company. Director is a person who perform their duties and functions towards company in accordance with Companies Act,2013. Responsibility of directors to act in interest of company as well as in interest of stakeholder. Company shall comply with provision of appointment of minimum and maximum number of directors.
Appointment of Director:
- Minimum number of directors:
- As per the provision of companies act,2013 in public company shall have minimum 3 directors, in case private company minimum 2 Directors, in case One Person Company only 1.
- Company can specify higher number of minimum directors in Article of Association.
- Maximum number of Directors:
- As per provision of director maximum number of directors shall be 15. Company can appoint more than specified limit by passing Special Resolution.
- Requirement of special resolution is not needed in case Government Company and Sec 8 Company.
- Person not shall hold Directorship in more than 20 Companies and 10 public companies. For this limit Dormant Company and Sec 8 company excluded.
- Appointment of Director:
- First Director of company is appointed as per the provision of Article of Association (AOA) of company. If no such provision then subscribers to the memorandum are deemed to be first director of company until duly appointed.
- Only those persons entitled to become director who has been allotted DIN (Director Identification Number).
- On appoint of Director in General Meeting of member of company shall give his declaration that he is not Disqualified to become director of company.
- Consent in writing to hold office shall be given in FORM DIR-2 before appointed as Director. . Form DIR-12 file with ROC within 30 days from date of appointment of Director.
- Article of Association provide retirement of all director at Annual general meeting otherwise not less than two-third number of director of public company shall retired whose period of office determined for retired by rotation and appointed in General Meeting.(total number of directors not include Independent Director).
Resignation of Director:
- A director can cease their directorship at any point in time after giving notice to the company and a company can also remove the director at any time after giving notice. Section 168 of Companies Act,2013 deals with resignation of director.
- Effective date of resignation shall be latest of following:
Date on which notice of resignation receive by company or date specify by director of company in notice.
- Director may resign from his office by giving notice in writing to company and company shall forward same with ROC in Form DIR-12 and also post on website.
- Director resign from office may intimate within 30 days from date of resignation to ROC in Form DIR-11.
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Basic Features to Read before starting private limited company
A private company is required to add the word “Private Limited” or “Pvt. Ltd.” to the end of its name. A private company should have at least two members and two directors. The private company has the right to issue debentures to any number of persons.
Features of Public Limited Company
MCA provides the facility for the incorporation of a public limited companies. For incorporation, firstly apply for name through RUN (Reserve Unique Name) on the MCA portal. After the availability of name from ROC we should file incorporation form i.e. Spice 32, INC 33(for eMOA), INC 34(for eAOA), .