Resignation of First Director in Pvt Co

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

04 June 2011 I am told that a "first director" of a private limited company cannot leave or resign his position.

(a) Is this true?

(b) If so, what is the remedy?

CA KRISHNA KUMAR DARUKA

CA KRISHNA KUMAR DARUKA (Expert)
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05 June 2011 There is no such provision. First director is also free to resign.

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CA. Krishna K Neeraj

CA. Krishna K Neeraj (Expert)
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06 June 2011 No there is no such provision. However, there always be two directors in case of private limited company or three directors in case of public limited company

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Querist : Anonymous

Querist : Anonymous (Querist)

06 June 2011 Thanks M/s Daruka & Neeraj for your responses.

With regards to this case I would like to give more specific background which is as follows:
1) there are two first directors in the family-run private ltd co. There are no other directors.
2) both the first directors are also the permanent directors.
3) the Memorandum & Articles of the pvt ltd co says that regulations contained in S255 regarding retirement of directors by rotation and appointment in general meetings shall not apply to them.

My question is whether one of the two permanent directors can leave and have a new replacement director notwithstanding what is said under (3) above.

Thank you very much for your help.

CA KRISHNA KUMAR DARUKA

CA KRISHNA KUMAR DARUKA (Expert)
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07 June 2011 Yes one director can resign and another can be appointed by Board of Directors.

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