Jayanta Bandyopadhyay 05 October 2024

Unlisted public limited company with no md & chairman

The Unlisted Public Limited Company has 4 directors and 7 shareholders.

There is no MD; no Chairman

However, many sections like Sec 134 & AOC4 requires MD's signature.

Should we amend MoA/AOA?

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Rama chary Rachakonda (Secunderabad/Telangana state Highcourt practice watsapp no.9989324294 ) 06 October 2024

Hey, I totally understand your concern. You're right that some sections, like Sec 134 and AOC4, require the MD's signature. However, if your company doesn't have an MD or a Chairman, you don't necessarily need to amend your MoA or AOA. According to Section 134 of the Companies Act, 2013, if the company doesn't have a Chairman, the signature of two directors will be sufficient for the approval of financial statements ¹. This means that any two of your four directors can sign the financial statements. However, if you want to avoid any potential issues or confusion, you could consider inserting a clause in your articles of association (AoA) that specifically addresses the signing authority in the absence of an MD or Chairman. This would provide clarity and ensure compliance with the relevant sections.

Jayanta Bandyopadhyay 06 October 2024

Thanks.Sir

Out of 3 directors, one is housewife and son is new entrant. Father holds 99.9% shares. Does it indirectly implicate him as ULTIMATE POWER CENTRE AND MD.

He calls the shot.

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