Remove Director In Company

Remove A Director From The Company

A director is removed in the following 3 situations –

1 Director himself gives the resignation
2 Director removed by passing an ordinary resolution
3 Director does not attend three board meetings in a row.

Firstly, a company holds a meeting of board of directors by giving 7 days of clear notice.
In the second step, they decide in the board meeting that whether to accept the resignation or
not.

If board accepts the resignation of the director, they will pass the resolution accepting the
resignation in the third step.

After passing the resolution, outgoing director has to mandatorily fill form DIR-11 along with the
following documents mentioned below –

Board resolution

Copy of Resignation letter

Proof of delivery of the resignation letter After filing of form DIR-11 by the outgoing directors, company has to mandatorily fill DIR-12 and submits it to registrar of companies along with the following two documents –

Resignation letter

Board resolution

After submitting of all the forms, the name of the director will be removed from the website of ministry of corporate affairs

Director removed by passing an ordinary resolution A company has the full power to remove a
director anytime by just passing an ordinary resolution in case the director was not appointed by the
central government or Tribunal. The process for the same is given below -

Firstly, a company holds a board meeting giving 7 days’ notice to all the directors to inform them
about the removal of director.

When the board meeting held, two more resolutions are passed subject to the approval of the
shareholders.

Resolution of holding an extra ordinary annual general meeting (AGM)

Resolution of removal of the director Annual general meeting will be held by giving 21 days’ notice. In this meeting, members are asked to vote in relation to this matter. If majority of members is in the favour of the decision, the resolution will be passed.

Before passing the resolution, one chance is given to the director to defend himself.

After passing the resolution, form DIR - 11 & DIR – 12 will be submitted along with the board
resolution, ordinary resolution.

After submitting all the forms, the name of the director will be removed from MCA website
(http://www.mca.gov.in/).

Director does not attend 3 meetings in a row As per section 167 of the companies act, 2013, if a
director remains absent from the board meetings for 12 months even after giving due notices for all
the meetings, it will be considered that the director has vacated the office and company has to fill
form DIR – 12 & his name will be removed from the master data of the company on ministry of
corporate website.

What Is Included In Our Package?

Eligibility Consultation
Document Preparation
Application Drafting
Government Fees