pankaj (CA Final) (381 Points)
01 September 2010
hi,,,,
I have some ques of company law plz... help me.
(1)Is it mandatory to insert the name of first isDirectors in AOA of pvt ltd.
(2)what is the time limit for appointment of director after incorporation of pvt.ltd.
CA Rajan K Rajput
(Chartered Accountant)
(31 Points)
Replied 01 September 2010
The answer for your first question is YES
A pvt ltd company can be formed with minimum 2 directors. After incorporation a company can appoint director at any time
Payal Jain
(CS)
(152 Points)
Replied 01 September 2010
Yes agree with Rajan....
It is mandatory to insert the name of first directors in AOA, whether it is Public or Private....
and u can't incorporate a Pvt. Ltd. Company without the 2 minimum directors..
For incorporation first of all u have to take the DIN of 2 Directors...
after incorporation u can appoint a new director at any time....
Regards,
vivek
(CS)
(751 Points)
Replied 01 September 2010
Priti
(Company Secretary)
(96 Points)
Replied 01 September 2010
1) U have to mention the name of 1st directors in AOA
2) You can appoint a Director at any time after its incorporation but a company cannot be incorporated before appointing its 1st directors.
Regards,
Priti
Ajay Mishra
(Company Secretary)
(74337 Points)
Replied 01 September 2010
Dear Friend
As per clause no. 64 of Article of Association of Table A of Schedule I of the Companies Act, 1956 the no of Directors and the name of First Directors shall be determined in writing by the subscribers of the MOA or majority of them. Section 254 also says subscribers to the memorandum shall be deemed to be a directors. So the name of first directors will be on the AOA of the Company.
As per your second queries, after minimum appointment of directors for incorporation of director, there is no time specified under the Companies Act, for the further appointment of director. It will depend on management decisions.
Regards
CS Ajay Mishra
krishna Teja
(CA Final)
(85 Points)
Replied 01 September 2010
NO. It is not mandatory to mention the names of 1st directors in the AOA of the company.
According to S.254 - In default of and subject to any regulations in the articles of a company, subscribers to MOA, who are individuals, shall be deemed to be the directors of the company, until the directors are duly appointed in accordance with S.255.
The provisions as said above will give rise to 3 cases.
1) The directors are named in the AOA :
If the 1st directors are named in the articles, then they are shall be the 1st directors and S.254 will not apply.
2) The directors are not named in the AOA, but the articles prescribe the manner of appointment of 1st directors :
3) The AOA does not contain any provision for appointment of 1st directors :
In this case the provisions of S.254 will apply, i.e, all the subscribers to the MOA , who are individuals, are deemed to be the 1st directors till the directors are duly appointed in a general meeting under S.255.
So it is not mandatory to mention the names of 1st directors in the AOA.
Hope your query is clarified.
pankaj
(CA Final)
(381 Points)
Replied 02 September 2010
Thanksssss to all for reply......................
CAclubindia
