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Appointment of Directors by Single Resolution

Appointment of two or more Directors by way of passing a Single Resolution in the General Meeting of the Shareholders is allowed under the Companies Act, 2013, subject to compliance of the provisions as prescribed in the Section 162 of the said act (earlier section 263 of the companies act 1956).

In a General Meeting, a motion can be made for the appointment of two or more persons as directors of the company by a single resolution, but before such motion is passed, such passing of motion must be agreed by all the members present at the meeting that means not even a single vote should be given against it (members remaining neutral will have no effect on the resolution).

The above provisions are applicable on all companies.

Resolution Format for such unanimous consent:

“RESOLVED THAT the Unanimous Consent of the Members be and is hereby given to put the motion for appointment of Mr. A Kumar, Mr. D Harold and Ms. C Ciciy as the Directors of the Company under a single resolution.”

Resolution will be void

In case such a resolution was moved without being agreed by all the members, whether or not objection was taken at the time of its being so moved, then such resolution shall be void and the appointment of those Directors will be void too.

The main intention of this section is to provide the Shareholders of a Company with the right to elect the person of their choice with no tampering thereto.

1 comment:

  1. can a single resolution be passed for two matters i.e., appointment of Additional Director and same person as Managing Director by single resolution.