Online Procedure for Removal / Resignation/ Change of a Director as per the Companies Act, 2013

A director, appointed by shareholders to oversee a company’s affairs, must be an individual due to the company’s artificial person status. The director plays a crucial role in the company’s operations and decision-making. However, circumstances may necessitate the Legal Provisions for Take off Director From a Company. Here’s everything you need to know.
Need help with removal / Change of Director?

In India, Registered Private and Public Limited Company need 2 and 3 Directors respectively on board. But, due to numerous cases, an entity may change the individual holding the designation following Section 169 of the Companies Act, 2013 of the Indian Govt. We shall will assist the Shareholders of an Organization in the Director’s Removal or Resignation process following the norms of Ministry of Corporate Affairs (MCA).

As per the Companies Act, 2013, in case of not appointed by the Central Govt. of India, an organization can remove a Director for various reasons:
  • The appointed Director is not attending the Board Meeting for more than 12 months in a row
  • Resignation is filed by the concerned Director himself/herself
  • The Director is convicted by a Court and Sentenced to Imprisonment
  • Ineffectiveness of the existing Director
  • Hiring new Expertise on board
  • If the Director is suffering from Mental Disorder or becomes Bankrupt
  • The concerned Director is not responding to the Notice sent by the Organization
In the Removal of a Director (if not appointed by the Central Govt.) proceedings, the following individuals can take part:
  • Shareholders holding not less than Rs. 5,00,000 capital in the Organization
  • Shareholders holding not less than 1% voting power in the Board Meeting

Following the provisions of the Companies Act, 2013, one should file within 30 days from the resignation / removal procedure, Form – DIR-12 addressing the dislodged Director’s credential to the Ministry of Corporate Affairs. Failing to do so would lead to penalties and legal complexity:

  • Penalty as much as Twelve times the actual Government fee for not filing DIR-12 within 30 days
  • Non-Compliance to intimate GST / other Government Agencies for change / Removal of Director from Company

*Actual Govt. Fee: Rs. 300

Required Documents for Removal / Change of a Director’s Process

The required documents can be elaborated as per the two steps in the procedure:

Form DIR-11 Filing:

Form DIR-12 Filing:

This form is required to be submitted at the time of removing the Director from the organization. Here, two documents are needed to be attached –
  • Resignation Letter of the concerned Director
  • Digital Signature Certificate of the concerned Director
This form is required to be submitted at the time of removing the Director from the organization. With this form, the documents that are needed to be attached-
  • Resignation Letter of the concerned Director
  • Board Resolution regarding the Removal of Director process
  • DIR-2 In case new Director is appointed in place of outgoing Director.
  • DIN and DSC of Propsed new Director.

How we can help in Appointment of Director

Fill our Application Form.

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We shall Call You for further Necessary Documents and details as and when required.

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Upload the Documents & Details as requested over call

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The Expert will Prepare and ask for Your Approval for Removal of Director process

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Filing and Processing of Removal of Director will be Done!

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FAQ

The shareholders and the Board can arrange for a meeting by giving a 7-day notice to all the existing and the incoming directors. In the meeting, the decision for removal / Change of the Director can be taken unanimously by sending a notice to the concerned Director.
The process may takes place for different reasons, such as:
  • The appointed Director is not attending the Board Meeting for more than 12 months in a row
  • Resignation is filed by the concerned Director himself/herself
  • The Director is convicted by a Court and Sentenced to Imprisonment
  • Ineffectiveness of the existing Director
  • Hiring new Expertise on board
  • If the Director is suffering from Mental Disorder or becomes Bankrupt
  • The concerned Director is not responding to the Notice sent by the Organization

In the process, the required documents are namely:

  • Resignation Letter of the concerned Director
  • Board Resolution
  • DSC of the Concerned Director
  • Personal Credential of the Concerned Director
  • DIR-2 in Case New Director is Appointed.
  • DIN and DSC of New Director.

The number of Directors differ on the basis of classification of the organization:

  • For Public Company: Minimum 3 Directors
  • For Private Company: Minimum 2 Directors
  • For One-Person Company: 1 Director

Usually, an organization can proceed with an unanimously accepted Notice from the Board Meeting to complete the removal process within 14 days.

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