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.
It is only, if there is no provision in the articles of association of the company regarding the appointment of first directors, the subscribers to the memorandum shall be the first directors of the company.
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.
The Registrar also insists on it to be filed at the time of incorporation.
Ø Where a director undertakes to take up qualification shares, if any, Form No.29 should bear requisite stamp duty as applicable under the Stamp Act of the State in which the form is executed.