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Therefore, a private company is free to provide in its articles the manner of appointment of first directors.
In that case, regulation 64 provides that the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them.
In such a case, the subscribers must determine the names before or at the incorporation of the company and give intimation thereof to the Registrar by Form No.
Procedure for appointment of first directors Ø Consent of each of the persons proposed to be named as director in the articles of association, seeking his consent to act as director, shall be obtained in the form of a letter. Ø Consent of the first directors (unless they are named in the articles of association) in Form No.29 prescribed under the Companies (Central Government’s) General Rules &Forms, 1956 shall be filed with the Registrar of Companies [section 264(2)].
Ø Form No.32 prescribed under the Companies (Central Government’s) General Rules & Forms, 1956 in duplicate in respect of the first directors shall be filed with the Registrar, in the case of every company. Ø The agreement, if any, which the company proposes to enter into with any individual for appointment as its managing director or whole-time director or manager shall be filed with the Registrar.
1/95 14/6/94-CL-V, dated 16 February, 1995 advised that at least one of the promoters of the company, whose names were mentioned in the application for availability of the company’s name, must be the first director of the company.
The words “who are individuals” in section 254 of the Companies Act, 1956 is in accordance with the provisions of section 253.
Generally, the first directors are named in the articles. The general practice is that the promoters of the company select the first directors and name them in the articles.
The Department of Company Affairs (Now, Ministry of Corporate Affairs) vide DCA’s Circular No.
For each director, a separate resolution should be passed, unless it has first been agreed by a unanimous resolution that two or more directors shall be appointed by a single resolution (section 263).
This meeting can be held on any day before the first annual general meeting.
Ø The particulars required to be entered in the Register of Directors under section 303 will be entered with respect to each director immediately after the incorporation of the company.