Removal of Director cum Shareholder/Promoter of the Company

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This discussion addresses the process of removing a director who is also a 50% shareholder from a private limited company. It confirms that a new individual can be appointed as a promoter-director. The advice suggests checking the company's Articles of Association to determine if the board can appoint an additional director or if an amendment is needed, with the alternative of appointing the director during a General Meeting.

Daniel Benjamin

Daniel Benjamin (Querist)

06 November 2020 Hi, could anyone help explain the process for the following:

Fact: A private limited company having two promoters cum director; having 50%/50% equity shares.

One of the promoter cum director wish to resign form the company.

My questions are:
1. Can a new individual person be appointed as promoter cum director of the above said company? DIR12 has an option "Promoter" in appointment section, could that mean it is possible?

2. Can a new individual person be appointed as director without any expiry/retirement of position as director?

Please advise!

Thanks

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

10 November 2020 1. Yes. New director can be appointed as Promoter-Director.
2. Yes .

Daniel Benjamin

Daniel Benjamin (Querist)

10 November 2020 Dear Mitesh,

Thanks for the reply, could please advise if we need a EGM or BR to execute this process... and any chance you could share the formats.

Thanks
Daniel Benjamin.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

10 November 2020 Dear Daniel,

Check Articles of Association of your company. If authorised by articles, an additional director may be appointed by the Board , other wise articles needs to be amedned suitably. Alternatively, you can appoint the director in GM as well.

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