First directors

[Yeshwanth u]

Dear All,

PFB, my query on appointment of first directors.

Section 254.

In default of and subject to any regulations in the articles of the company, subscribers of memorandum who are individuals, shall be deemded to be the directors of the company, untill the directors' are duly appointed in a accordance with section 255.

Section 255.

(1) unless the articles provide for the retirement of all directors at every AGM, not less than 2/3rd of the total number of directors of the public company,or of a private company which is a subsidiary of a public company, shall-

       (a) be person whose period of office is liable to determination by retirement of directors by rotation; and

       (b) Save as otherwise expressly provided in this act,be appointed by the company in general meeting.

My query,

Public company appointing its first director through articles (sec 254), can it classify the director/s as rotational director/s in articles.

If yes, sec 255 tells rotational directors shall be appointed in general meeting. Therefore articles can't clasify the director/s as rotational director. 

If no, sec 255 mandates to classify atleast 2/3rd of total number directors as rotational director. Therefore sec 255 is not complied. 

 

Regards

Yeshwanth.U

 

AI Summary

Understanding First Directors: Appointment & Classification Under Sections 254 & 255 of Companies Law A user inquired about the appointment and classification of first directors in a public company under Sections 254 and 255 of the Companies Law. The query focused on whether first directors appointed through articles can be classified as rotational directors. Two responses clarified that first directors are typically named in the Articles of Association (AOA) and are not appointed by members in a general meeting. These directors hold office until regular directors are appointed, who must be classified into rotational and non-rotational categories in compliance with Section 255 during a statutory or extraordinary general meeting.