Yes, shareholders of the Company may, by passing a special resolution in general meeting, remove a director, but after giving a reasonable opportunity of being heard pursuant to Section 169 of the Companies Act, 2013. A special notice would be required to be given, to the Director who is to be removed, for passing such a resolution. Once shareholders remove a director from the Board, the Board of Directors cannot re-appoint him.
Director Removal/Resignation
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When a director resigns from directorship or the shareholders remove the director, an intimation is filed to the Registrar of Companies in the prescribed e-form DIR-12. We assist in filing the director’s resignation or removal intimation to the ROC.
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Introduction
Director Removal/Resignation
It is possible to add or remove a director from the company at any time. There are different reasons why a director is removed and there are three different procedures based on the reason. Irrespective of that, Cognizant can help you with removing a director from your company and make the whole process easy for you.
Package Inclusions:-
- DSC token of the resigning Director
- Resignation Letter of the resigning Director
- Resolution for his resignation from the Company
- Relieving Letter to Director from Company
- Filing of Form DIR-12 for change in the Board of the Company
Benefits
Points to make your decision easy
Get fresh talent on council
No Compulsion of ownership
The incompetence of existing directors
To meet the sanctioned limit
Process
Director Removal/Resignation In Easy Steps
Document Checklist
Documents required to Director Removal/Resignation
DSC
DSC of the Resigning Director.
Resignation
Resignation letter of the Resigning Director.
Other Documents
Other Documents will be intimated through e-mail.
Aadhar Card
Aadhar Card of the Director
Faq
Frequently Asked Questions (FAQ)
As per the provisions of Section 168 of the Companies Act, 2013 read with Rule 15 and Rule 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014, a director may resign from the Board by giving a written notice to the Board; and shall forward a copy of his resignation along with detailed reasons to the Registrar of Companies (ROC) in Form DIR-11 within 30 days of resignation.
Following is the process for removal of Director; Intimation of removal of the Director will be given to the Company; The Company will deliver the 14 Days’ Special Notice of removal to the Director proposed to be removed; General Meeting of the members will be held and special Resolution will be passed by the members for removal of Director; Eform DIR-12 will be filled by the Company within clear 30 Days. The MCA will update its records and the Director will be removed from the Company.
Removal or Resignation of Director usually takes 1-2working days subject to the approval of the Central Govt. and the receipt of documents from the clients.
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No. The resigning Director will have to affix his own valid and active DSC for filing his Eform DIR-11. However, in case if it is not possible for the resigning Director to have his DSC again, another Director of the Company (who is having the valid DSC Token) can affix his own DSC and submit the Eform DIR-11 by providing the authority letter from the resigning Director.
A director can be removed in three ways: By the director by giving their resignation If the director is absent from board meetings for 12 months By the shareholders, if they deem it necessary.
Yes, a company director can be removed without their consent. However, such removal calls for a strict procedure to be followed.
The minimum number of directors required is based on the type of company. For a one-person company, it is 1, for a private company it is 2, and a public company needs to have at least 3 directors.
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