death of a director

Death of a Director: Private Company

In case a director of a private company dies, then the provision for filling the casual vacancy is laid down in Section 152(2) of the Companies Act, 2013. It states that unless expressly provided under the Act, every director of the private company shall be appointed by the company in the general meeting. Therefore the casual vacancy can only be filled up through appointment in a general meeting. This also means that the directors are barred from filling up the casual vacancy by themselves.

Where the death of director does not cause the number of director less than the limit provided (2), the filling the casual vacancy is voluntary in nature, otherwise the director shall be appointed in the Board Meeting of the company within 30 days of the vacancy of the director (i.e. within 30 days of death). The consent of new director shall be accorded in for DIR 2. Further, the said appointment shall be regularised in the General Meeting of the company at the future date.

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Yes, casual vacancy of director can be filled by board subject to the appointment of nre director till the expiry of term of director, whose office is vacated. 

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