Reappointment of Managing Director in a private limited company

Others 1097 views 3 replies

Sarika Agarwal

3 Points Posted on 20 November 2025

A private Limited company has appointed 'P' as manging director ('P' is also the promoter) in the year 2007( not aware of tenure for how many years he is appointed).

Reappointment is not done till date.

My query

Can the first appointment as the managing director in a private limited company be a tenure of 15-20 years, means there is no limitation on tenure part for appointment of managing director in PRIVATE LIMITED COMPANY.
In case the limitation is applicable, it complusory in a private limited company for reappointment of managing director i.e reappointment after 5 years.

kindly guide

Replies (3)

Quick Summary

In a Private Limited Company, the 5-year tenure restriction for Managing Directors under Section 196 generally does not apply unless the company is a subsidiary of a public company or its Articles adopt those provisions. Therefore, longer MD appointments and continuation without reappointment may be valid in certain private companies.

Aashok Kumar Sharma

Finance/Compliance Consultant

61846 Points Posted on 21 November 2025

Question	Answer
Can MD of private company be appointed for 15–20 years?	❌ No. Max 5 years per term.
Is reappointment after 5 years mandatory?	✔️ Yes, reappointment needed for continuation.
Is the company non-compliant since 2012?	✔️ Yes, MD’s term expired unless reappointed.
Solution now?	✔️ Pass Board + member resolutions & file MR-1 for fresh appointment.

Sarika Agarwal

3 Points Posted on 22 November 2025

If in a Private Limited Company if an Managing Director is appointed at the time of incorporation and he is also the promoter of the company, will the reappointment of MD and its 5 years expiry norms applicable to private limited company?

Jatin Bajaj

2942 Points Posted on 12 January 2026

A private limited company can appoint the managing director for 15- 20 years but provided there shall not be any restriction under the articles of association of the Company . section 196(2), 5 years appointment applies to public companies. A private limited company is exempt from this restriction unless it is a subsisiary of public company then in that case limit of 5 years wil apply or its articles of association voluntary adopt section 196.