Use the interim route when all directors have left
Under section 168(3) of the Companies Act, 2013, where all directors resign or vacate their offices under section 167, the promoter or, in the promoter's absence, the Central Government appoints the required number of directors. The appointees hold office until the company appoints directors in general meeting. Establish the statutory trigger, appointment authority and required number before relying on the interim board.
Read the applicable text: Companies Act, 2013, sections 149, 167, 168 and 174.
Determine when the last office actually ended
For each resignation, section 168(2) uses the later of company receipt and any date specified in the resignation notice. Where a seat is said to be vacated, verify the relevant section 167 ground and legal effect. Keep any mixed or disputed case under review. An intended departure, a delayed portal entry or a group announcement does not itself establish that all seats are vacant. Distinguish an empty Board from one with continuing directors below the statutory quorum. Under section 174(2), the continuing directors in that case may act only to increase the number of directors to the quorum or to summon a general meeting.
Count the required seats and check the appointer
Section 149(1) sets ordinary minima of three directors for a public company, two for a private company and one for a One Person Company. Verify the company's class, governing documents and any applicable composition requirements. Confirm the promoter's identity and authority on company records. If the promoter is absent or status is disputed, do not assume a manager, a company secretary or a former director can exercise the statutory appointment power.
Preserve the interim appointment and general meeting records
Record authority, effective dates, eligibility and consents for the interim appointees. Confirm applicable filing obligations separately. Identify urgent operating approvals that must wait for a valid decision. Prepare the general meeting appointment process and reconcile the interim and successor board records so no action is attributed to an office holder outside the relevant tenure.
Six worked illustrations
All facts and amounts are fictional. Calculations illustrate the stated assumptions, not a predetermined legal outcome.
Illustrative example 1: Future date controls the last departure
Three directors resign. Two departures are effective on 5 November 2026. The last notice is received on 4 November and specifies 9 November. The later date is 9 November, four days after the first two departed; until then one seat remains occupied on the assumed facts.
Illustrative example 2: One of two directors remains
A private company with two directors has only one effective resignation. The active count falls to one. Section 168(3)'s all-director trigger is not shown by that count alone; examine the continuing-director route.
Illustrative example 3: Private company loses its whole board
An ordinary private company has zero continuing directors. The section 149 minimum is two. One interim appointment would leave a one-seat shortfall against that baseline, before checking any other requirements.
Illustrative example 4: Public company minimum
An ordinary public company has no remaining directors. Three required seats are assumed for the example. If only two appointments have taken effect, one further effective appointment is needed to reach the baseline.
Illustrative example 5: Later receipt defeats an earlier stated date
The last director's notice specifies 2 November but the company receives it on 6 November. On those facts 6 November is the effective resignation date, four calendar days later than the stated date.
Illustrative example 6: Reconcile the general meeting handoff
Three valid interim directors hold office. The company in general meeting appoints a successor slate of four under the assumed facts. Reconcile the register to four continuing successor offices after the handoff, not seven from counting both slates together.
Ten-step verification table
| Step | Action | Evidence |
|---|---|---|
| 1 | Verify the company class | Incorporation and governing documents |
| 2 | List all directors | Current register and appointment evidence |
| 3 | Test each departure | Resignation receipt or section 167 facts |
| 4 | Determine the last effective date | Chronology and proof |
| 5 | Distinguish a depleted Board | Section 174(2) assessment |
| 6 | Confirm the statutory appointer | Promoter or Government authority |
| 7 | Calculate required seats | Section 149 and composition review |
| 8 | Verify interim eligibility and evidence | Consent and appointment file |
| 9 | Prepare general meeting appointments | Notice, voting and decision records |
| 10 | Reconcile tenure and filings | Register, acknowledgements and handoff |
Sixteen practitioner FAQs
1. Does one resignation trigger section 168(3)?
Only if it leaves no directors in office on facts falling within section 168(3).
2. What if a director specifies a later date?
Compare it with the receipt date under section 168(2).
3. What if the specified date precedes receipt?
Receipt is the later date on those facts.
4. Does the portal status alone establish tenure?
Check the effective dates and statutory evidence.
5. What if a remaining director cannot form quorum?
If continuing directors are below the statutory quorum, section 174(2) limits them to restoring quorum or summoning a general meeting.
6. Who appoints under section 168(3)?
The promoter or, in the promoter's absence, the Central Government.
7. Can a former director appoint just because they used to chair the Board?
Former office by itself is not the statutory authority.
8. How many directors must be appointed?
Establish the required number for the company and applicable composition rules.
9. Can the ordinary minimum settle every composition issue?
No. Verify any additional rules and governing terms.
10. What if a section 167 vacancy is disputed?
Establish the legal ground and effective date before relying on it.
11. How long does interim office last?
Until directors are appointed by the company in general meeting under the provision.
12. Does the general meeting handoff need evidence?
Yes. Keep the valid decisions and effective dates.
13. Do filings themselves create the promoter's authority?
No. Support authority and filing separately.
14. What if there is urgent business in the gap?
Identify a lawful route and do not assume former board powers continue.
15. Can both director slates be counted at the same time?
Reconcile the actual handoff and tenure of each individual.
16. What is the closing record?
Departure dates, appointment authority, composition and the general meeting handoff.