APPOINT CHIEF EXECUTIVE OFFICER IN YOUR COMPANY

The Chief Executive Officer (CEO) is the executive of a Company at Top Level. A CEO is responsible for development and implementation of strategies, corporate decisions.

CEO is the Key Managerial Personnel (KMP) of a Company as per the Companies Act, 2013 (“the Act”).

The appointment of KMP is mandatory for the following Companies:

All Listed Companies
Every public company having paid-up share capital of Rs. 10 crore or more

However, appointment of CEO is not mandatory if the Company is already having Managing Director, or Manager, or a whole-time Director.

1. STEPS TO APPOINT A CEO

1	Obtain Consent from the person who is appointed as CEO.
2	Send Notice of Board Meeting with agenda for Appointment of CEO.
3	Convene Board Meeting and pass the resolution for appointment of CEO. The Board Resolution shall mention the terms and conditions of the appointment including the remuneration.
4	Issue Letter of appointment to the person who is appointed as CEO.
5	File form DIR-12 within 30 days of passing Board Resolution.

2. ATTACHMENTS TO FORM DIR-12

Certified True copy of the Board Resolution
Consent to act as CEO along with Identity and Address Proof
Appointment Letter

3. DETAILS REQUIRED FOR FILLING THE FORM

PAN of the person who is appointed as CEO
DIN, if the person appointed as CEO is also the Director of the Company
Membership Number/Certificate of Practice Number of the Professional certifying the form.

4. RESTRICTION ON CEO

A CEO shall not be appointed as Chairperson of the Company.

However, a CEO may be so appointed if:

The Articles the Company provide otherwise, or
The company carries single business.

Note:

The above-mentioned restriction shall not apply to the Companies engaged in multiple business having Paid-up share capital of Rs. 100 crore or more or Annual Turnover of Rs. 1,000 crore or more and have appointed CEO for each such business.

5. PROCESS TO FILL VACANCY IN THE OFFICE OF THE CEO

Any vacancy in the office of CEO (i.e. KMP) shall be filled up by the Board of Directors at the meeting of the Board within a period of six months from the date of such vacancy.

6. MODE OF PROCESSING OF THE FORM

Form DIR-12 is taken into records of the Registrar of Companies in STP (Straight Through Process) mode.

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