CA Anuj Diwan (Partner) (51 Points)
25 October 2012If the names of the Directors are mentioned in the Articles of the Private limited Company but some of them are not the shareholders then what shall be the category of such Directors - (1) Promoters (2) Professional (3) Independent.
Can such Directors be defined as promoters of the Company & filled as such in form 32 while creating the Company ?
CA Manish
(Job)
(5264 Points)
Replied 25 October 2012
Directors are not required to take share unless and until articles of association of the co require so.
we can called it as promoting or professional directors, if the article is silent about designation the promoters are deemed to be directors of the company
Following documents must be prepared to incorporate the company
Memorandum of Association (MOA), Articles of Association (AOA) , Form 1 – providing details of promoters of the company, Form 18 – providing details of registered office of the company, Form 32 – providing details Directors of the company
so, form 32 is required to file for the same further,
Section 270 and 272 does not apply to Private Company by virtue of Section 273 of the Act. However, the Articles of a Private Company may provide that the directors are required to obtain shares as qualification shares.
CA Anuj Diwan
(Partner)
(51 Points)
Replied 25 October 2012
Dear Mr. Rakesh
Can we appoint the Directors as Promoters even if there name has only been mentioned in the AOA of the Company as First Directors of the Company & they hold no shares as Sec. 270 is not applicable.
No,
General practice is that the promoters of the company select the first directors and name them in the articles.
Only those subscribers to the memorandum who are individuals shall be deemed to be the first directors of the company if the articles do not mention the names of first directors. If nothing is mentioned in the articles of association of a company regarding the appointment of first directors of a company, the subscribers to the memorandum of association shall be deemed to be the first directors of the company (including a private company which is a subsidiary of a public company). The first directors shall hold office till directors are appointed in accordance with the provisions of section 255 at the first general meeting held after the date of incorporation. However, the meeting shall be held before the date of holding the first annual general meeting of the company.
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