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Director's Consent to act as Director

Arvind Sharma (ACA) (1432 Points)

15 September 2010

Hello Everybody......

Please any explain me

as per the requirement of Sec 264

the person who proposed to act as Director of a company

1) shall file his consent to act as Director, with the Company, (in the act, "if appointed" is mentioned at end of para)

2) shall file his consent to act as Director, with concerned Registrar within 30 days from the date of appointment (i.e. date of meeting in which he was so appointed)

My query is regarding the time limit within which consent to be filed with company..,

whether it is to be filed after appointment (as para contain "if appointed") within reasonable time (that should be less than 30 days).

of it shall be filed before appointment...???

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15 Replies

Shraddha Shukla (Corporate law Consultant) (346 Points)
Replied 15 September 2010

264. Consent of candidate for directorship to be filed with the company and consent to act as director to be filed with the Registrar
¹[264. Consent of candidate for directorship to be filed with the company and consent to act as director to be filed with the Registrar

(1) Every person ²[other than a director retiring by rotation or otherwise or a person] who has left at the office of the company a notice under section 257 signifying his candidature for the office of a director) proposed as a candidate for the office of a director shall sign, and file with the company, his consent in writing to act as a director, if appointed.

³[(2) A person other than-

(a) a director re-appointed after retirement by rotation or immediately on the expiry of his term of office, or

(b) an additional or alternate director, or a person filling a casual vacancy in the office of a director under section 262, appointed as a director or re-appointed as an additional or alternate director, immediately on the expiry of his term of office, or

(c) a person named as a director of the company under its articles as first registered,

shall not act as a director of the company unless he has within thirty days of his appointment signed and filed with the Registrar his consent in writing to act as such director.]

(3) This section shall not apply to a private company unless it is a subsidiary of a public company.]

In the light of above section the answer to your query is ..

The concent to act as director is filed with the ROC within 30 days from the day on which the director is appointed as a director in the company in form 32 i.e. the within 30 days of passing the resolution in board meeting.

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Arvind Sharma (ACA) (1432 Points)
Replied 15 September 2010

Dear Sharaddha..,

Thanks for reply....

But

I have no query regarding intimation to ROC..,

The query related to sub-section (1).., i.e. intimation to Company., whether is it to be made before appointment or after appointment., if after appointment, then is there any time limit (as in case of intimation to ROC, it is 30 days from the DOA)....

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NIRALI SOLANKI (JOINT MANAGER LEGAL & SECRETARIAL) (87 Points)
Replied 15 September 2010

Dear Friend,

According to Section 264 of the Companies Act, When any member or a person has issued at least 14 days clear notice under Section 257 of the Companies signifying his candidature for appointment as a Director along with requisite deposit of Rs. 500/- , the Person if so appointed as director has to file a Consent to act as a director if appointed.

It should be filed with in 30 days of his appointment with the Companies and also with Registrar of Companies

Arvind Sharma (ACA) (1432 Points)
Replied 15 September 2010

Dear NIRALI SOLANKI

Thanks for reply..,

You are also concerned on sub section (2) and section 257., but I am asking about requirement u/s 264(1) i.e. intimation to Company., as second reply to my query mentioned.,

I read that such intimation has to be filed before appointment, but this para mentioned at end "if appointed" that signifies that the person has to file consent if he is so appointed i.e. after appointment., Now let me know, whether am I right or not....

Shraddha Shukla (Corporate law Consultant) (346 Points)
Replied 15 September 2010

"I read that such intimation has to be filed before appointment, but this para mentioned at end "if appointed" that signifies that the person has to file consent if he is so appointed i.e. after appointment., Now let me know, whether am I right or not...."

concent to act as a director was filed priviously in form 29 but not now, in response to the querry, the dirctors needs to concent in writing in followin manner to the company, its generlly taken on the dat eof the meeting or before that:

Consent letter of director to act as director of the Company

Date :

The Board of Directors

[Name of the Company]

[Address of the Company]

Sub:- Consent to become Director of the Company

I, the undersigned, hereby give my consent to act as a Director of the Company pursuant to the provisions of Section 264(2)/266(1)(a) of the Companies Act, 1956. I, hereby further certify that I have not been disqualified to act as a Director under section 267 and/or 274 of the Companies Act, 1956

Signature _________

Name ___________

Address________

i hope it clears the confusion

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Arvind Sharma (ACA) (1432 Points)
Replied 15 September 2010

then what the words "if appointed " signifies..???

Shraddha Shukla (Corporate law Consultant) (346 Points)
Replied 15 September 2010

yes u r correct its signed at the sigining of appointment letter only

Arvind Sharma (ACA) (1432 Points)
Replied 15 September 2010

matlav..?

after appointment...??????

NIRALI SOLANKI (JOINT MANAGER LEGAL & SECRETARIAL) (87 Points)
Replied 15 September 2010

Dear Friend,

Practically speaking the consent to act as director is given by the director alongwith the notice or at the time of meeting when his appointment is to be considered.Even at the time of incorporating company we take consent letter before the company is incorporated.

The word "if Appointed" specifies that in case he has not filed his consent letter it is mandatory to file it within a resonable time of his appointment (30 days).

I hope you are clear on the point.

Thanks.

Rakesh Dhanuka (Company Secretary) (478 Points)
Replied 15 September 2010

director has to file consent letter with the company before his appointment.......

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CA Rahul Jain (Job) (148 Points)
Replied 15 September 2010

consent to appointment as director will be submitted to the company befor seven days of appointment

CourseCart.in (Mentor at SHAYVIDZ Academy) (3756 Points)
Replied 15 September 2010

Originally posted by : Arvind
	Hello Everybody...... Please any explain me as per the requirement of Sec 264 the person who proposed to act as Director of a company 1) shall file his consent to act as Director, with the Company, (in the act, "if appointed" is mentioned at end of para) 2) shall file his consent to act as Director, with concerned Registrar within 30 days from the date of appointment (i.e. date of meeting in which he was so appointed) My query is regarding the time limit within which consent to be filed with company.., whether it is to be filed after appointment (as para contain "if appointed") within reasonable time (that should be less than 30 days). of it shall be filed before appointment...???

Dear Arvind... !!

Section 264(1) says "PROPOSED AS A CANDIDATE"... so this is for sure that CONSENT SHOULD BE FILED TO COMPANY BEFORE APPOINTMENT..

Now you correctly pointed out the word "IF APPOINTED"...

Suppose there are four candidates, out of whom only one will be appointed... So, the Consent of only that candidate is required who is APPOINTED... Other three candidates are not legally bound to file consent to the company.. it means those three directors will not submit their consent to the company in that meeting..

Thus, the significance of the word "IF APPOINTED" is -

COMPANY IS BOUND TO MAINTAIN CONSENT LETTER OF APPOINTED DIRECTORS ONLY..

There is no need to keep consent letters of those candidates who have not been appointed...

I think you get my point...

Views of other members should also be solicited..

Kumar Gaurav (Company Secretary) (58 Points)
Replied 16 September 2010

Dear Shraddha,

The format of Consent Letter which you have posted needs some addition of sections 203 and 388E, which is now compulsory as per new E Form 32. In normal practise put up of Section 275 is also desired. You could find these section in form 32 Verification Part, Point 2.

Regards

Kumar Gaurav

Company Secretary

IL&FS Group

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