Private Limited Company
This query is : Resolved
Querist : Anonymous
Querist :
Anonymous
(Querist)
29 May 2011
A family run private limited company has two directors both of whom are the "first directors".
One of them wishes to:
(a) leave the directorship, and
(b) give up the shareholding.
How can this be accomplished?
One of them wishes to:
(a) leave the directorship, and
(b) give up the shareholding.
How can this be accomplished?
29 May 2011
1st of all appoint someone else as a director. Thereafter the director wishing to leave can resign and his shareholding can be acquired by the new director.
Form 32 needs to be filed 1st for appointment and then for resignation.
Form 32 needs to be filed 1st for appointment and then for resignation.
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29 May 2011
resigning and joining can be done on the same day. then only one form 32 will be required
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30 May 2011
Anwers to your query:
1) Leaving the directorship - The director can submit his resignation to the Board of Directors. It takes effect immediately. However a new director need to be inducted immediately as a minimum of 2 directors is required for a private company as per Section 252(2) of the Companies Act, 1956.
2) Giving up shareholding - Check the Articles of Association for restrictive provisions, if any. Otherwise he can transfer his shares to anyone.
1) Leaving the directorship - The director can submit his resignation to the Board of Directors. It takes effect immediately. However a new director need to be inducted immediately as a minimum of 2 directors is required for a private company as per Section 252(2) of the Companies Act, 1956.
2) Giving up shareholding - Check the Articles of Association for restrictive provisions, if any. Otherwise he can transfer his shares to anyone.
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30 May 2011
1) In Pvt Ltd Company, minimum two directors are required. Therefore, before resignation of one of two directors, another person should be appointed as director. For Resignation, The director is required to submit his resignation to BOD of the company. After resignation, Company is required to intimate ROC about change in directors in form 32.
2) For transfer of shares, he is required to fill transfer deed (duly stamped) and should adopt share transfer formalities.
2) For transfer of shares, he is required to fill transfer deed (duly stamped) and should adopt share transfer formalities.
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Querist : Anonymous
Querist :
Anonymous
(Querist)
02 June 2011
Thanks very much M/S Sanjay Gupta, Tareq Imam, Jayshree Iyer & Krishna Neeraj for your responses.
I am told that a "first director" cannot resign the position. Is this true? I would appreciate clarifications.
I am told that a "first director" cannot resign the position. Is this true? I would appreciate clarifications.
05 June 2011
No its not true.
The Articles may provide that the first directors appointed by the Articles shall continue to hold office until their office become vacant by resignation, removal, death or otherwise, or they are superseded by appointing other directors in accordance with the provisions of the Articles.
The Articles may provide that the first directors appointed by the Articles shall continue to hold office until their office become vacant by resignation, removal, death or otherwise, or they are superseded by appointing other directors in accordance with the provisions of the Articles.
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