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Death of director: how long to appoint a new director?

Ernest (DEO) (115 Points)

19 May 2012

For a private ltd. company with only 2 directors, and one director is deceased on date X. Next AGM not typically due till Aug

How long does the company have before it must appoint a new director and what should be date of appointment of new director? Same day as death of director or within 30 days? The regulations seem to be silent on number of days.

In case of death of 1 of the 2 directors, does the regulation provide a grace period? Otherwise a pvt. ltd. needs 2 directors at anytime so what happens legally between the time of death and appointment of new director. Is co in default?

Assume director passed away on April 30th.

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2 Replies

sangram ghatge (company secretary in practice) (198 Points)
Replied 19 May 2012

new director should be appointed as soon as possible by convening EGM. the act is silent about the number of days and what happens if no of directors come below the minimum no.

CS, Deepak Pratap Singh (Service) (1140 Points)
Replied 21 May 2012

Dear Friend,

First find out whether these directors are members of the company and notice the provisions of section 41 of the Companies Act, 1956. Now you have to call EOGM and appoint another director. Since there is no time limit provided in the Act in this regard, but it will be beneficial to appoint another director within a period of three months , according to the provisions of section 184 of the Act.

Thanks