Company Law - Appointment of Director

1. Appointment of First Director – The first directors of most of the companies are named in their articles. Regulation 60 of Table F provides that the number of directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them. If they are not so named in the articles of a company, then subscribers to the memorandum who are individuals shall be deemed to be the first directors of the company until the directors are duly appointed.

In the case of a One Person Company, an individual being a member shall be deemed to be its first director until the director(s) are duly appointed by the member in accordance with the provisions of Section 152.

The provision of Section 152 applies to all companies, whether public or private.

2. Appointment of Directors by Members at General Meeting – According to Section 152, every director shall be appointed by the company in a general meeting.

A director who is appointed by the Board shall hold office until the ensuing Annual General Meeting in which he shall liable to retire unless he is appointed by the Shareholder in that AGM. Therefore, members hold the power to appoint the director.

3. Appointment of Directors to be a Separate motion – Every director appointment should move for the appointment of each director as per section 162. A motion for approving a person for an appointment or for nomination a person for appointment shall also be treated as a motion for his appointment.

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