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Changes in Pvt Ltd Company

Remove a Director

To remove a director follow legal steps for a smooth transition. Ensure a lawful and seamless transition, handling necessary documentation and responsibilities. This careful process guarantees a transparent and well-executed director removal, maintaining compliance and organisational integrity.

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3 Simple Step to Remove a Director

What we will do

1. Fill Form

Start by filling out the necessary form to initiate the director removal process.

2. Payment & Doc. Verification

Complete the required payment and provide essential documents for verification.

3. Get Your Job Done

The removal process is initiated. The company takes necessary actions to officially remove the director, updating records and notifying relevant authorities.

Remove a Director - Overview

You have the flexibility to add or remove a director from your company at any time. Various reasons may lead to the removal of a director, and three distinct procedures exist based on those reasons. Regardless of the situation, Vakilsearch is here to assist you in simplifying the director removal process for your company.

Types of Company Directors

Various director roles exist in a company, each with distinct duties. Common types include:

  • Executive Directors:
    • Manage day-to-day operations.
    • Hold titles like CEO, CFO, or COO.
  • Non-Executive Directors:
    • Provide oversight, not involved in daily management.
  • Independent Directors:
    • Uninvolved in day-to-day affairs.
    • Have no financial interest, safeguard shareholder interests.

Schedule Consultation With Our Experts

Just at

₹1,499/-

₹4,999

+ taxes

*T & C Applied

Director Removal Process

1 .Voluntary Resignation

To facilitate the resignation of directors, the following steps should be undertaken:

  • Board Meeting Notification: Conduct a board meeting with a clear seven-day notice.
  • Resignation Acknowledgment: During the meeting, the board members formally acknowledge the resignation.
  • Resolution Passage: Pass a resolution in a specified format affirming the director’s resignation.
  • Form DIR-11 Submission: The resigning director files Form DIR-11 individually.
  • Filing with RoC: Submit Form DIR-12, along with the registration letter and board resolution, to the Registrar of Companies (RoC).
  • Completion of Formalities: Upon successful submission of forms and completion of necessary formalities, the director’s name is removed from the company’s master data on the Ministry of Corporate Affairs (MCA) website.

 

2. Director Removal Due to Absence from Board Meetings for 12 Months:

  • Non-Attendance for 12 Months:
    • If a director remains absent from all board meetings for twelve consecutive months, with or without seeking leave, they are deemed to have vacated their office as per Section 167.
  • Form DIR-12 Filing:
    • File Form DIR-12 to initiate the removal process.
  • Completion of Formalities:
    • Upon completing the required formalities, the director’s name is removed from the Ministry of Corporate Affairs (MCA) database.

3. Removal of Director by Shareholders:

  • Notice for Board Meeting:
    • Send a notice to all shareholders for a board meeting within seven days.
  • Resolution for General Meeting:
    • Pass a resolution for a general meeting to discuss and vote on the director’s removal, subject to shareholder approval.
  • Shareholder Meeting:
    • Hold the shareholder meeting after providing a 21-day notice, allowing the director to speak on their removal.
  • Form DIR-12 Submission:
    • File Form DIR-12 with the Registrar of Companies (RoC), attaching the board resolution and an ordinary resolution.
  • Finalising Formalities:
    • Once all formalities are completed, the director’s name is removed from the MCA database and website.

Consequences of Not Filing Form DIR-12:

  • Failure to file Form DIR-12 within 30 days of resignation incurs penalties:
    • 30-60 days: Twice the government fees
    • 60-90 days: Four times the government fees
    • Exceeding 90 days: Ten times the government fees
    • Exceeding 180 days: Twelve times the government fees, with potential compounding offense charges.

Doc. Required for Director Removal

Essential Documents required for Director Removal.

Notice of Board Meeting

Notify all directors and pass a resolution for removal with a majority vote.

Special Notice to Director

Send a special notice to the director being removed, specifying reasons and including a copy of the board resolution.

Resignation Letter

Obtain and file a resignation letter if the director wishes to resign voluntarily.

Form DIR-12

File Form DIR-12 within 30 days of removal.

Board Resolution

Prepare a certified resolution in favor of the director's removal, filing it directly with the MCA.

Declaration by Director

Obtain a declaration from the director being removed, stating no objection to the removal.

Numbers Don't Lie.

Choosing Tax Capital for director removal ensures a streamlined process with our team of experts guiding you at every step. We prioritise transparency, providing clear communication on the process and associated requirements.

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FAQ’s

Why would a director be removed?

Directors can be removed due to various reasons, including non-performance, conflicts of interest, or violation of company policies.

Tax Capital provides expert guidance, ensuring a smooth and legally compliant director removal process. Our team supports with documentation, compliance, and transparent communication.

Essential documents include a Notice of Board Meeting, Special Notice to Director, Resignation Letter, Form DIR-12, Board Resolution, and Declaration by Director.

The timeline varies, but Tax Capital aims for an efficient process, ensuring timely compliance and minimal disruption to business operations.

In such cases, a Special Notice specifying reasons for removal is essential. Legal procedures are followed to ensure compliance with the company’s bylaws and regulations.

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