Overview of Removing a Director

Every Private Limited Company is mandated to have at least two directors, whereas every Public Limited Company should have at least three directors. There are some reasons why a director has to be removed from the company are; by the resignation of the Director, through Suo-Moto by the board and by due to non-attendance of three consecutive board meetings.

We at Taxrepair offer various plans that suit the different needs of the company when it comes to the removal of the Director. We ensure that all the compliance needs and the legal procedures are taken care of with utmost professionalism so that there are no complications at the later stage.

Documents Required to Remove a Director

• Certified True Copy of the Board Meeting
• Form DIR-12
• Certified True Copy of Ordinary Resolution passed in the General Meeting
• A copy of the Special Notice for the Director to be removed
• The notice of General Meeting with explanatory Statement.
• A certified copy of the notice was sent to the Director to be removed.
• PAN Card of the Director to be removed
• Aadhar Card/ Voter ID/ Passport/ Driving License of the Director to be removed (Address Proof)
• Digital Signature Certificate of the outgoing Director
• Notice of the Resignation that is filed with the company.

Reasons for the Removal of the Director

There are certain situations where there is a need to remove the Director and the three main reasons why a director can be removed.

Director does not Attend Three Consecutive Board Meetings in a Row.

As per the Companies Act, 2013, if the Director did not serve the Board Meeting for 12 months, then the proceedings of the removal of Director take place. The Duration of non-attendance of the board meeting is measured from the day the Director was not accessible from the first board meeting even after giving the Director the due notice of all the sessions. Therefore, it will be deemed as the Director has vacated the office under section 167 of the Companies Act, 2013 and Form DIR-12 will be filed in the Director’s name, and the name of the concerned Director will be removed from the Ministry of Corporate Affairs.

Remove the Director Suo-Moto by the Board

As stated in Section 169 of the Companies Act, 2013, the stakeholders of the company have the power to remove the Director by passing an ordinary resolution, provided the Tribunal, or the Central Government did not appoint the Director.

Self-Submission of Resignation by the Director

Cessation of the Director of the company can also happen when the Director voluntarily gives their resignation from the post of the Director. After that, the Director can continue by passing the resolution first to the company.

Timelines of Removing the Director