Remove a Director Overview

A public corporation must have a minimum of three directors, whereas every private firm should have at least two. If a director commits any of the Act's specified disqualifications, misses more than 12 months of board meetings, violates Section 184's provisions, is disqualified by a court or tribunal order, or is found guilty of a crime and given a sentence of at least six months in prison, the company may remove the director from office.

A director must be removed from a corporation if they have not followed the rules and regulations outlined in the Companies Act of 2013 or have voluntarily left their position.

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Procedure for the removal of a director

Let's examine the steps for removing a director in three distinct situations:

A director is dismissed by the shareholders.

Notice of Meeting : A notice of a board meeting is delivered to all shareholders, and it must be held within seven days of the date of the notice.

Passing of Resolution : A resolution is approved to call a general meeting and then to remove the director, subject to the consent of the shareholders present on the day of the meeting.

Another meeting : After giving shareholders 21 days' notice, a second shareholder meeting is held to vote on whether or not to implement the resolution adopted at the first meeting.

A chance to be heard : The director whose removal the shareholders have approved will have a chance to comment.

Removal of name : After the necessary procedures are completed, the name of the concerned director is erased from the Ministry of Corporate Affairs (MCA) database and its website.

   

FAQ

 

How many different types of managers exist in a company?

In a firm, there are five different types of directors. They are a Whole-Time Director, Independent Director, Additional Director, and Nominee Director.

How long may a director serve a company?

The appointment terms for the various types of directors vary, such as the five-year terms for managing directors and full-time directors, the terms for additional directors that last until the following general meeting, and the terms for nominee directors that are specified in the agreement.

What do you mean by removal of the director?

When a director is removed from the company, it means that the board of the company has decided to do so via Suo-moto.

What makes the removal of a director mandatory?

Any company can remove a director if he seems to incur any of the disqualifications as mentioned under the Act or either absents himself from Board Meetings or is convicted by a Court or a Tribunal.

What document do shareholders of a firm use to remove directors?

The shareholders must submit Forms DIR-11 and DIR-12, all of the Board Resolution's attachments, as well as an ordinary resolution.

How many days of notice period are provided to members?

The members are granted a notice period of 21 days in order to hold a general meeting again.

Which regulations govern the removal of Directors of a company?

The removal of Director of a Company has been dealt under section 169 of the Companies Act, 2013.

What prerequisites must be met before a director is fired?

The requirement for removing a director is that the director in question be given a fair opportunity to argue against the decision.

Mention the post-compliances once a director has left a company?

In order to make an appropriate entry in the company's statutory register within the time frame required by the Companies Act of 2013, the company must submit the necessary forms to the registrar along with all pertinent attachments within thirty days of an ordinary resolution being passed at a general meeting.

What happens when a business disregards rules?

If a firm violates the aforementioned rules, both the company and any official who is at fault will be subject to a fine that cannot be less than 50,000 rupees and cannot exceed 5 lakh rupees.

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