Question ID : 44844

Change in Directorship of Private Limited Company

Private Limited company having only two directors on Board, One of the Director expired, whether spouse (already shareholder) can be appointed in place, what's procedure for the same. I presume - Obtain DSC, --> DIN ---> Board Meeting ---> DIR 12 will suffice or General Meeting required or otherwise

Answer ID : 85841

Yes, the spouse (who is already a shareholder) can be appointed as a director in place of the deceased director in a Private Limited Company. Here's the detailed procedure: Key Requirements & Procedure: 1. Legal Permissibility: There are no restrictions under the Companies Act, 2013 on appointing a relative of a deceased director, provided the spouse meets eligibility criteria (e.g., not disqualified under Section 164). 2. Steps for Appointment: > Check Articles of Association (AoA): Verify if the AoA specifies any conditions for director appointments (e.g., shareholder approval). > Obtain DIN & DSC: The spouse must apply for a Director Identification Number (DIN) via Form DIR-3 and a Digital Signature Certificate (DSC). > Board Meeting: The surviving director must convene a board meeting to: - Note the demise of the director. - Propose the spouse’s appointment (if permitted by AoA). - Pass a resolution for the appointment. > General Meeting (if required): If shareholder approval is mandated by the AoA, convene an Extraordinary General Meeting (EGM) to ratify the appointment. > File Form DIR-12: Submit Form DIR-12 with the Registrar of Companies (ROC) within 30 days, attaching: - Board resolution. - Spouse’s consent (Form DIR-2). - DIN details. 3. Post-Appointment Compliance: > Update the company’s statutory registers (e.g., Register of Directors). > Notify banks and other stakeholders about the change. Critical Considerations: Quorum for Board Meeting: With only one surviving director, the meeting can proceed if permitted by the AoA or through circular resolution. Disclosures: If the spouse is related to other directors, disclose this in board meetings and filings.

Answer ID : 85844

Sec 174(1) The quorum for a meeting of the Board of Directors of a company hall be one-third of its total strength or two directors, whichever is higher, and the participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes of quorum under this sub-section. (2) The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company and for no other purpose

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