re appointment of whole time director

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

13 July 2011 for re appointment of whole time director in a private Company do we require to file form 23 or not? as board resolution is require to be passed for this and article provide for the board approval.

kindly revert.........at the earliest

CS Bijoy

CS Bijoy (Expert)
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14 July 2011 Form 23 is required to file for the registration of Special resolution, so if special resolution passed than need to file.

Querist : Anonymous

Querist : Anonymous (Querist)

14 July 2011 thanks for your reply,

but m talking about the Board resolution ,
so in my case does it require to file form 23 for the resolution which was passed in the Board Meeting .

Kindly suggest me

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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20 July 2025 For re-appointment of a Whole-Time Director in a Private Company, here’s what you need to know about filing and approvals:

1. Is Form 23 required to be filed with ROC?
Form 23 (Application for approval of appointment of a managing director, whole-time director or manager) is only required in certain cases under the Companies Act, 1956 and does NOT apply under the Companies Act, 2013 for private companies.
Under Companies Act, 2013, there is no requirement to file Form 23 with the ROC for re-appointment of a whole-time director in a private company.
2. What is the proper procedure for re-appointment?
Since your Articles of Association (AoA) allow the Board of Directors to approve the appointment/re-appointment, a Board Resolution is sufficient for the re-appointment.
No shareholder approval or General Meeting is required if AoA provides that power to the Board.
3. Filing with ROC:
You need to file Form DIR-12 with the ROC to notify the re-appointment of the director within 30 days of the Board resolution.
Also, update the Register of Directors and Key Managerial Personnel of the company.

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