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varun   10 April 2015

How to become a director in private limited company

private limited company has Three directors A B C .A and B are husband and wife....with majority shares of 52 percent ....C is minority of 17 percent shares ...and after the death of A ..B is with shares of 52 percent of shares...

B likes to add person D as a new director of the company but C with minority shares it possible to appoint D as director without the help of minority share person C 


 4 Replies

Goutam Prasad (Advocate)     10 April 2015

Even without consent of 17% minority shareholder, GBM can pass resolution for appointment of D as director. Thereafter necessary form 32 is to be filed in ROC.

Goutam Prasad


Mob: 9810753838 

varun   10 April 2015

IN GBM ,is 2 directors have to sign compulsory in private limited company to accept a new director?

N R Dash.. (Advocate)     16 April 2015

Is this an academic query or case study for students????


The calculations are not met. If A & B both hold 52% & C hold 17% where are the rest of the shares????


If there is another director/promoter with share, how it is required to get the consent of the minor who is objecting to the appointment.


Further, an additional director without any share capital can be appointed to perform the business, but would not have any ownership in the company. 



Shares of a diseased person can be transferred to the legal heirs only.

S K KARNjhc (Legal Adviser)     22 June 2015

I'm quite agree with Mr Dash N R.

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