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Companies act 2013

Abhay (Student) (90 Points)

27 June 2016

Hello everyone,

I am in process of incorporating a pvt ltd company.

There are two promoters of the company out of which one will be the first director of the company and second wants to be only shareholder i.e. not the director.

In this case, a third person will be the second director of the company but does not want to own any share of the company. Is ot possible to be director without having any share as per companies Act 2013??

What formalities are to be followed in this case and whose names will be appeared in MOA and AOA's subscriber page?

Regards,

Abhay

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4 Replies

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 27 June 2016

Private company must have minimum two directors and two shareholders. Directors and shareholders can be different persons.

Abhay (Student) (90 Points)
Replied 27 June 2016

Thank you sir..

Can you please give me reference of relevant section and rules.

Further is it necesarry to mention this in AOA or MOA??

Jatin Bajaj (CS) (2928 Points)
Replied 27 June 2016

Kindly refer section 3 and 4 ofcompanies act 2013, read with Rule 13 of ncompanies incorporation rules

According to section 3 ,minimum 2 members are required to constitute a private limited company

Further as per rule 13, memorandum and article of association shall be signed by each of subscriber to the memorandum who shall add his name, address, discripttion ands occupation in presence of atleast one witness who shall attest the signature and shall sign and add his name, address, ocupation, descripttion if any.