Remove a Director from the Company

Power to remove a director from company is vested with Share holder of company. Directors work towards progress of company and generally work in administration and operation of company. They are answerable to shareholder for company progress. By passing ordinary resolution company can remove a director from company before expiry of his period of office. As per Companies Act 2013 removal of director is allowed , if legal formalities are not carried correctly then director can challenge the removal. In this article we discussing about three situation for remove director of a Private Limited Company.

1. Remove Director by Board of Directors
2. Resignation given by director
3. In case Director Does not attend thee Board meeting

Below are these three situation explained in detail

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Situation 1: Remove Director by Board of Directors

Companies Act 2013 give power to company to remove director by board of directors. By passing ordinary resolution it can be done, Provided said director was not selected by Central Government or the Tribunal. Director can be removed before expiry of his/her tenure.

Procedure to remove of director of a private limited company

• Pass Resolution in AGM or EOGM
• Send Special Notice to members
• Send copy of notice to director
• Give Director Opportunity of heard
• Pass resolution by majority to remove director
• Intimate MCA with in 30 days from removal of director by DIR 12 & DIR 11

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Situation 2 :Resignation Given by Director

1. The director who is willing to resign shall send notice in writing to the company.
2. Conduct a board meeting for discussing to accept or not accept notice copy
3. After accepting notice copy board shall pass below resolution
4. DIR – 11 has to be filed by resigning director. DIR 11 is for notice of resignation of a director to the Registrar.
5. Attachment for DIR 11 are Notice of resignation filed with the company, Proof of dispatch and Optional attachment(s) – if any list
6. Once Legal filing is done for removal of director , MCA master data will get updated.

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Situation 3:Director Fail to attend 3 Board meeting

Company need to hold board meetings for taking business decisions , progress report etc. Directors need to attend these meetings. However where director fails to attend board meetings for 12 months from the day on which he was absent at the first board meeting. Section 167 of the Companies Act 2013 gives this provision.

Summary of Section 167 As below

1. Director is absent to all board meetings
2. Fails to attend meeting more than 12 months
3. Director absent without intimating to board
4. File Form DIR 12 to remove name of director from company.

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List of documents to remove director 

Following documents required for removing director from company. These documents need to be prepared and filed with due care. 

1. Notice of resignation filed with the company
2. Proof of Dispatch of Notice
3. Board Resolution 

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What is Effective Date of  Resignation ?

Companies Act 2013 Section 168(2) give explanation for date of resignation. Effective date of resignation shall be date on which notice received by company or if any specified date by director. 

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How to Check Director Removal Status Online MCA Master Data

After removal  of director legal filing need to carried in form DIR 12 & DIR 12. These form need to be E filed. Once filed in some time in Government website status will be shown. to Check director removal status  at online MCA Data visit  http://www.mca.gov.in/mcafoportal/viewCompanyMasterData.do. Mention company name / CIN number , site will show updated status after filing DIR 12 and DIR 11.

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