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    Only one Director in Pvt Ltd. Company

    Posted By : Damini / Published on : 06-Nov-2020 07:23 AM / View : 758 / Comment : 1

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    Dear All,
    Greetings of the day..

    Please guide on the following:
    A Pvt. Ltd Company had two Directors and one director resigned in August 2020. Only one director is there in company since then.
    My question is what will be the consequences of having only one director in a Pvt. Ltd. company as the company wants to appoint a new director from the current date.
    Read more on : company director only

    • As per the Companies Act, 2013, every private limited company must have a minimum of two directors on its board. If a private limited company has only one director, it is non-compliant with the provisions of the Act.

      In case a private limited company has only one director, it is advisable to appoint another director at the earliest to ensure compliance with the law. The company can appoint a new director by following the procedure mentioned in the Articles of Association (AoA) of the company.

      The appointment of a new director can be done by passing a resolution in a board meeting of the company, and by obtaining the consent of the proposed director. The proposed director must also provide a declaration that he/she is not disqualified under Section 164 of the Companies Act, 2013.

      Once the new director is appointed, the company must file the necessary forms with the Registrar of Companies (RoC) within 30 days of the appointment. The forms to be filed are Form DIR-12 for intimation of the new director's appointment, and Form DIR-2 for providing the new director's consent.

      If a private limited company fails to appoint a second director, it may attract penalties and legal consequences. In case of non-compliance, the RoC may initiate action against the company and its directors, which may result in fines, prosecution, and even disqualification of the existing director.

      13-04-2023 / 11:15:54 AM
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