Nominee director

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

08 May 2013 its Urgent????????

Please let me know : ' if "X" is a Nominee director of Company and has been promoted and sent to France,now the financial institution has said to replace "Y" as Nominee director, it has been put forward to Chairman? so what to do? can u please guide me?

Ankur Garg

Ankur Garg (Expert)
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08 May 2013 Not able to understand your problem. It is the right of financial institution to change their nominee at any time as per their convenience.

If you want to retain Mr. X, then you should discuss the matter with financial institution. Usually companies avoid giving promotion to nominee directors as their appointment terms are controlled by their financial institution.

Message likes : 1 times

Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
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03 August 2024 Certainly! If the financial institution has requested that a new nominee director be appointed due to the current nominee director’s relocation, here’s a structured approach you can follow:

### Steps to Replace the Nominee Director

#### 1. **Review the Financial Institution’s Request:**

- **Confirm Details:** Understand the financial institution’s specific request for replacing the nominee director. Ensure you have all relevant information about why "X" needs to be replaced and why "Y" is being proposed.

#### 2. **Inform the Chairman:**

- **Prepare Documentation:** Compile all necessary documents and details related to the change. This includes the request from the financial institution, the background of "Y," and any other relevant information.
- **Formal Proposal:** Present a formal proposal to the Chairman for the replacement of "X" with "Y" as the nominee director.

#### 3. **Obtain Board Approval:**

- **Draft Resolution:** Prepare a board resolution to approve the change. This resolution should clearly state the replacement of "X" with "Y" and include the effective date.

**Sample Resolution:**

---
**[Company Letterhead]**

**Date:** [Insert Date]

**To,**
**The Board of Directors,**
**[Company Name],**
**[Company Address],**
**[City, State, PIN Code]**

**Subject:** Board Resolution for Replacement of Nominee Director

**Resolution:**

**Resolved that** Mr. [X’s Full Name] be replaced by Mr. [Y’s Full Name] as the nominee director of the company, effective [Effective Date], in response to the request from [Financial Institution’s Name].

**Further Resolved that** Mr. [Y’s Full Name] is appointed as the new nominee director and is authorized to act on behalf of the financial institution.

**Further Resolved that** the Company Secretary is authorized to file the necessary documents with the Registrar of Companies and notify the financial institution of this change.

**Resolved by:**

**[Signature of Chairman]**
**[Name of Chairman]**
**[Position]**

**[Signature of Board Members]**
**[Names and Positions of Other Board Members]**

---

- **Call Board Meeting:** Schedule and conduct a board meeting to discuss and approve the resolution. Ensure that all board members are informed and can participate in the decision-making process.

#### 4. **Communicate the Change:**

- **Notify Financial Institution:** Once the board resolution is passed, formally notify the financial institution of the new nominee director. Provide any required documentation or formal communication.
- **Update Company Records:** Update the company’s records to reflect the new nominee director. This includes updating the register of directors and any other relevant records.

#### 5. **File with Regulatory Authorities:**

- **Regulatory Filing:** Depending on your jurisdiction, file the necessary documents with the relevant regulatory authority, such as the Registrar of Companies, to update the nominee director information.

#### 6. **Legal and Compliance Considerations:**

- **Verify Compliance:** Ensure that the appointment of the new nominee director complies with any legal or regulatory requirements. This might include reviewing the company’s Articles of Association or other governing documents.
- **Seek Legal Advice:** If there are any complexities or concerns, consider seeking legal advice to ensure all steps are properly followed and to address any potential issues.

### Summary

1. **Gather Information:** Obtain all necessary details and documents related to the change.
2. **Inform Chairman:** Present the proposal to the Chairman.
3. **Board Resolution:** Prepare and pass a board resolution to approve the change.
4. **Communicate:** Notify the financial institution and update company records.
5. **File with Authorities:** Complete any necessary regulatory filings.

By following these steps, you can ensure a smooth transition and compliance with the financial institution’s request for a new nominee director.

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