Regarding Director's Appointment....

This query is : Resolved

Nikunj Mahesh Raimangia (Querist)
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17 September 2009 Case :
A Private limited co. is presently having 2 directors/Shareholders..

Now one of the is retiring & in place of that person, another is willing to be appointed..

My Question is that what will be the exect procedure to coply with the above matter...
Whether to appoint new Director first & then to get the old one retired...(If not than the company will become one director Co.)
Also,
What about the share holding..?
Whether it is necessory to transfer any share by old director to new to become eligible for the directorship..?

Thanks in Advance...

Ankur Garg

Ankur Garg (Expert)
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17 September 2009 Hi Nikunj,

As per section 252 there should be min 2 directors in a pvt. Company.

YOUR CASE

First appoint new director. Only after approval of appointment of new director by the ROC file form32 for the resignation of old director.

There will be no impact of director change in the shareholding pattern. To be a member of the company it is not necessary to a director of the company.

The director who resigned can continue as member of the company even after his resignation.
However if you want to transfer the shares of resigning director to the new director you can very much do so.

Revert if you have any doubt.

Regards

Ankur Garg

Ankur Garg (Expert)
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17 September 2009 Procedure for appointment of new director

1. First collect DIN No. of proposed director and get it approved from MCA.
2. Collect consent letter from the proposed director. (Recommended but not compulsory)
3. Convene a Board Meeting for appointment of director
4. Download Form-32 from www.mca.gov.in
5. Fill form-32 and get it certified from a PCS/PCA and upload the same on MCA site for ROC filing with in 30 days from the date of Appointment of director (Board Meeting).

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