Removal of a Director

A company can remove a director if he falls under any of the disqualifications laid down by the Companies Act, 2013. These disqualifications include if the director is absent from board meetings over 12 months, has entered into contracts or arrangements against the provisions of Section 184, is disqualified by an order of a court or Tribunal, or is convicted by a court of any offence and sentenced to imprisonment for not less than six months.

The director can be removed by an ordinary resolution before the expiry of his period of office, provided he does not hold office for life. Special notice of any resolution to remove a director must be sent by the company to the director concerned. The director is also entitled to be heard on the resolution at the meeting.

Remove A Director

Documents required for removing a Director

  1. Letterhead for Resolution
  2. Special Notice to be sent to Director
  3. Reply from Director (if any)
  4. Members Approval to remove the Director

Process of removing a Director

After the ordinary resolution is passed by the Board for removal of a director, a notice is sent to the director. After receiving a reply from the director, a special notice is sent to all the members for approval. After this process, the documents are submitted and an application for removal of a director is filed as DIR-12.

FAQs

Who can become a director of a company?
A Director of a Company must be above the age of 18 and must have a Director Identification Number. The person can be an Indian National or a Foreign National.
Which law deals with removal of a director?
The Companies Act, 2013 lays down the provisions for grounds and procedure for removal of a director.
When can a director be removed?
A director can be removed in the following cases: 1. If he absents himself from board meetings over 12 months. 2. If he enters into contracts or arrangements against the provisions of Section 184. 3. If he is disqualified by an order of a court or Tribunal. 4. If he is convicted by a court of any offence and sentenced to imprisonment for not less than six months.
What is the business process to remove a director?
To remove a director from company, an ordinary resolution must be passed in the general meeting.
What are the conditions to remove a director?
A director can be removed under Section 169 of the Companies Act, 2013. However, please keep in mind that you need to take some steps before you can remove a director from your company.
What is the minimum number of Directors required for a company?
A Private Limited Company must have a minimum of two Directors at all times. A Limited Company must have a minimum of three Directors at all times.
Is there a need to issue a notice for removal of director?
Yes, a special notice must be issued before calling the meeting for removal of director.
What are the essentials for removal of director?
The director must be given an opportunity to present his case in the meeting by sending him/her the notice for special meeting and giving them sufficient time to prepare a case.
Can a director be reappointed after removal?
The board of directors cannot reappoint the director who was removed earlier.
How much time does it take to remove a director?
The process of removal may take anywhere between 15 days and 3 months.