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Removal Of Director


Each private company should have a least of two directors, whereas a public corporation shall have a least of three directors. a private company can remove a director if he catches any of the incompetence specified under the Act, or Absents himself/herself from board adherence over 12 months. However, it gets excluded by order of a court or Tribunal or is convicted by a court of any crime and sentenced to imprisonment for not less than six months.

Our Process

Step 1

DSC Application

Step 2

Preparation of Documents

Step 3

Signing of Notice

Step 4

File Form DIR 12

Step 5

File Form DIR 11

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Get new talent on board

The business world is extremely competitive which is why it's so important for companies to remain on top of their game in the least times. As businesses grow and evolve, they undergo several upheavals with reference to strategies, policies, and objectives. Therefore, sometimes companies got to get new talent on board to assist formulate new strategies and business plans. Furthermore, as new alliances form between corporations, new talent is required to bridge gaps and make sure the smooth functioning of the organization. As companies expand and venture into new areas, team leaders and experts can move from their managerial position into the role of a director to assist the company stay on track.

The inefficiency of existing directors

The existing directors may or might not be ready to serve the company faithfully, in certain cases. In such circumstances, maybe even thanks to retirement, family problems, other personal reasons, or physical ailments, the company adds new directors to form sure their productivity is unaffected. Hence, from time to time, companies got to process the termination and addition of the latest directors, so as ensure their continued growth and success.

No dilution of ownership

Directors are primarily responsible for the day-to-day operations of a company. Adding or appointing an additional director helps the shareholders assign more operational responsibilities without losing any strategic control. As a Director doesn't subscribe or own any share capital, the ownership and therefore the voting rights that come alongside it, remain with the shareholders, preventing any dilution.

To meet the statutory limit

In certain cases, due to sudden death or plans of retirement from existing Directors, companies come short of the minimum required directors as prescribed by the Companies Act. Therefore, such Private and Public companies got to appoint new directors within 6 months to continue functioning as a legally valid entity.

Documents Required

Photograph: Passport size photo of the Director to be designated

PAN Card: Self-attested PAN card of the Director to be designated

Proof of Residency: Aadhar Card/ Voter ID/ Passport/ Driving License

Digital Signature Certificate: DSC of the ongoing Director and Director to be eliminated/removed

Identity proof before-mentioned as Passport/Election card/Driving License/Aadhar card

Mobile number and Personal & official email id of the Director

Notice of resignation filed with the company

It is mandatory to apostle all the documents apostilled if the Director is a non-resident of India.

Proof of dispatch

Acknowledgment of form, if received.

Clear All Your Doubts !

What is the time permitted for Intimation By Company to all shareholders?

Send notice to its members clear seven days before the meeting, along with a copy of the representation copy.

How much time does it take for the 'removal of director'?

The member who proposes the dismissal should provide a 'Special Notice' of a resolution to remove a director at least 28 days before the meeting at which the director may be excluded.

Could be it Possible that the company removes its director without his consent?

There may be no alternative option left for the Company than to seek the removal of the Director by consulting to the Board and with a majority of shareholders under (AOA) of the Company.

Could be it Possible that a director removes a different director?

Under the Companies Act, 2013, in a private company, a shareholder can appoint a director, so ideally only they hold the authority to remove directors. However, in proprietary companies, the removal of directors can be commenced by a majority of directors if the constitution permits it.

What is the basic learning before removing a Director of Private Limited Company?

While carrying change in the Board of directors, the Company must obtain consent from its Board and members, as required by passing a resolution and statutory limit after removal of Director or resignation.

What needs to be done with the shares after ending tenure as a director?

No, even after the end of the tenure as director, a person can hold the shares in the Company only if it is not subscribed as a condition to appointment as provided by AoA.

How to assign the shares during the change of director in the Company?

The shares of the Company shall be transferred by way of completing the Share Transfer deed and by affixing the stamps as per the rates mentioned in the Stamp Act of the concerned State after the change.

If the Company doesn't reply to ROC Notice, what is the 1st consequence of the same?

As per Notice of 'ROC u/s 248(1)', this notice is the first step toward struck off of Company. If 'Company' fails to reply to such notice within 30 days of publication of note, ROC shall strike off the name of Company in its records.

What are the consequences of not filing the form DIR-12?

In 30 days of the date of the resignation, if the company fails to or doesn’t file the 'form DIR-12', a specific concrete Government fee- Penalty will be charged.

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