As we are familiar with the law is every private company should have at least two directors and the public company should have at least three directors. Along with lots of compliances sometimes director’s changing, appointing or removal of directors can take place. So that is why in this article we are going to know about all the procedure of removing the director from the company.
Companies need to remove directorship for some of their own reasons or something could be related by the other. There we are mentioning few of the cases which are often take place in the companies
Where the directors gives their resignation
Which directors are interested in resigning to their post of director they must have to submit the resignation to the board. Then afterward these following steps will be taken In order to remove his name from the register of director.
• By giving seven days of clear notice then the company will hold a Board meeting, the meaning of clear notice is 21 days notice and those 2 days are including in this on which the notice have sent and received.
• On the day of board meeting all the director will have discussion and decide that whether the notice should accept or not.
• After accepting the resignation of the director they have to pass a Board resolution accepting the resolution in the format.
• After passing the resolution form DIR -11 have to file by the director who wants the resignation along with the board resolution, a copy of the resignation letter and the proof of delivery of the resignation letter.
• While filing of the form DIR-11 is the responsibility of the director, and filing of the form DIR-12 is the responsibility of the company which has to be filed by the registrar of the company and the document should have is resignation letter and Board resolution.
• Once the form will be filed you will get the name removed of the resigning director on the master data of company on the website of Ministry of corporate affairs(MCA)
Remove a director Suo-moto by the board
A company has the authority to remove the director by passing the ordinary resolution.
- First the board meeting will be held by the director by giving the seven day of notice and informing about the removal of director.
- After that a board meeting will be held by the directors and along with the resolution for the removal of director subject to approval of the shareholder
- After the 21 days clear notice general meeting will be held and in that meeting the member will be asked to vote. On the basis of the vote resolution will be passed.
- Before the passing of the resolution a chance of be heard will be given to the director.
- Once the resolution has passed DIR-11 and DIR-12 will be filed and necessary document will be attached.
- After that the name of that director will remove on the website of ministry of corporate affairs.
If the director does not attend 3 board meetings continuously
According to the section 167 of the companies act 2013, if the director does not attend the board meeting for 12 months from the date of first board meeting in which the director has absent and including the giving due notice for the meetings. It will be suppose that the director has vacated the office and a form DIR-12 will be filed on his name and the name of that director will be removed on ministry of corporate affairs.