In a Two Person company, Can a Director become Nominee of the other Director of a the company ?

My question is:
In a Two person company, Father (Dir1)& son (Dir2) being the Directors of a Pvt.Ltd. Company registered under Companies Act 2013. Both having equal shares.

1). Can son (dir2) also  become nominee of the other director of the company?
2) Upon fathers (dir1) demise will his share in the company be passed on to son/nominee director/Director 2?

Replies (2)
Quick Summary
In a private limited company with two directors, like a father and son, the concept of a 'nominee director' isn't standard. While a son can be nominated for his father's shares by filing the appropriate forms, this is distinct from being a nominee director. Upon the father's demise, shares would typically pass to the son if he's the nominee or joint shareholder, or follow succession laws and wills otherwise. If only one director remains, a new director must be appointed to meet the minimum requirement.

First of all, there is no concept of "Two person company" under companies act, It's OPC( One person company having only one shareholder and such shareholders need to appoint nominee) ,Now, as per your query, It's Normal Private Limited, In which I'm assuming Father and Son both are shareholder & also director, As per the law, Normal private companies should have min. 2 subscriber/shareholder and 2 director, Now, Father can make nomination of shares By filing SH-13 to company for all or by split certain part of his holding, else after demise succession act applies, Except it, Only body corporates/investors can induct nominee director, If after father demise, Only 1 director remains, then he can call and convene board meeting to appoint additional director to meet min no. of directors, else shareholders can also propose name of director by giving special notice..on valid requisition by calling EGM

Agreed with Chirag, nicely replied, there is no concept of two person Company in the Companies Act, there can be either OPC or Private Limited Company or Public Limited Company and I have tried to solve your doubts as under:

1: There is nothing in the whole Companies Act regarding nominee of Director, there can be either Nominee Director appointed by the Board of Directors or Nominee in shareholding of any member (shareholder) of the Company.

2: As per my opinion, If Son becomes Nominee of Father's Shareholding or Second Joint Shareholder of Father's Shareholding then the shareholding of the Father will be transferred to Son upon demised of the Father, otherwise share transmission procedure needs to be carried out after father's demise and the matter will be decided based upon will and succession. 

Leave a Reply

Your are not logged in . Please login to post replies

Click here to Login / Register  

Company
ARTICLESHIP 30 September 2026
CA Article Assistant

CA Suraj Garg & Associates

New Delhi

CA Final

View Details
Company
30 September 2026
Senior Accountant

Codeboard Technology

Chennai

B.Com

View Details
Company
16 September 2026
Internal Audit - Team Lead

Consulting & Beyond

Chennai

CA

View Details
Company
ARTICLESHIP 07 October 2026
Article assistant

S.K.Bajpai & Co.

Noida

B.Com

View Details
Company
14 October 2026
Asst. Manager/Dy Manager (Costing)

manufacturing

Pune

CMA

View Details
Company
ARTICLESHIP 28 September 2026
Junior Accountant

J S P M & Associates LLP

Pune

B.Com

View Details
Company
ARTICLESHIP 21 September 2026
CA Article Assistant

KK & Company Chartered Accountant

Pune

CA Inter

View Details
Company
20 September 2026
Semi Qualified CA

Navin & Associates

Mumbai

CA Inter

View Details