death/resignation by director

Dear Member,

I would like to reply your queries point wise-

1. You have asked about death of a director before incorporation, please note that before incorporation of a company there is no director, only proposed director, now there may be two condition if the name is approved and rest compliance are not that is of incorporation, then process will stop immediateky and form 1 a has to be filed again for new /same name. and if forms for compiance have been made ( form 1, 18,32) then post incorporation hold a meeting called by the shareholders and appoint new director

2. see a proposed director can not resign, as he does not holds a post.

for further plz feel free to contact

Ambrish Dwivedi

thank you sir for your help.... i also wanted to know what is the procedure if a promoter for a section 25 company wants to withdraw before the incorporation of the company

"Pomoter"is not a position.Companies Act,1956  neither recognise promoter as a office/position/post in the company, nor define any where, however it has used this word somehwere as reference to person who initiate the process of formation of company. SEBI guidelines defines it, HENCE as this is not a position he can not resign.

why are you so confused on this issue, any ways for further please feel free to contact

Ambrish

A Company comes into existence from the date of issue of Certificate of Incorporation issued by Registrar of Companies. Before that, it a proposed company only.

Once the COI is issued, the change in any parameter of MOA or AOA would require approval of BOD/ Ordinary Resolution by shareholders/ Special resolution by shareholders, depending upon case to case.

Before incorporation, there are no shareholders but only subscribers to the company. They are to be minimum 2 for a private limited company and 7 for a public limited company as per Company's Act,1956.

Any modification in the structure of the company, before the COI is issued, can be done under the signatures of initial subscribers like leaving of an existing subscriber, joining of a new subscriber etc., by informing the ROC and revising the draft MOA.

As regards promoter, there is no such thing in the Company's Act,1956. All the initial subscribers are said to be promoters though they may be holding different number of shares. The person having maximum number of shares has the maximum voting rights, so he/she controls the company after incorporation.

If the initial subscriber having maximum number of shares wants to leave before incorporation of the company, his shares can be subscribed by the existing subscriber(s) or a new subscriber and accordingly the MOA submitted to the ROC of the proposed company will have to be revised.

Even after incorporation, the Directors/  initial Subscribers can leave the compnay at their free wil by selling their shares. Only the removal and appointment of new Directors would require shareholder's approval.