The removal of a director from a company in India is a significant corporate action governed by the Companies Act, 2013 and the Ministry of Corporate Affairs (MCA). This process is essential for maintaining corporate governance, ensuring integrity, and upholding legal compliance. Asktrix provides comprehensive support for all director removal requirements, ensuring your company meets all regulatory obligations efficiently and accurately.
The process of removing a director is governed by the Companies Act, 2013, which provides the framework for corporate governance in India.
Our streamlined process ensures quick and hassle-free director removal:
Member(s) holding at least 1% of the paid-up share capital or 100 members (whichever is less) send a special notice to the company expressing their intention to remove the director.
The board of directors discusses the special notice and resolves to call an Extraordinary General Meeting (EGM) to consider the removal of the director.
Members are notified of the EGM with the removal of the director as an agenda item. The notice must be sent at least 21 days before the meeting.
The EGM is conducted where the director gets a chance to present their case, and shareholders vote to pass an ordinary resolution for removal.
Form DIR-12 is filed with the Registrar of Companies (ROC) within 30 days of the resolution, and the Register of Directors is updated accordingly.
Formal communication is sent to the removed director informing them about their removal and the effective date.
The removal is disclosed in the next board report and all relevant MCA filings to maintain transparency and compliance.
Find answers to common questions about director removal, eligibility, documents, process, benefits, costs, and timelines.
The process involves giving special notice, holding a board meeting, calling an EGM, passing an ordinary resolution, filing Form DIR-12, and updating company records.
Yes, the director has the right to be heard at the EGM and can make representations against their removal.
Required documents include special notice, board resolution, EGM minutes, Form DIR-12, and director's statement (if provided).
Yes, shareholders can remove a director without assigning any reason, provided the proper procedure is followed.
A special notice is a formal communication from shareholders expressing their intention to remove a director, requiring specific procedures to be followed.
Form DIR-12 must be filed within 30 days of the resolution removing the director. Late filing attracts additional fees.
Failure to give the director a chance to be heard may invalidate the removal and could lead to legal challenges.
No, director removal requires an EGM where shareholders vote on the resolution. The director must be given proper notice and opportunity to be heard.
No specific limit, but the company must maintain the minimum number of directors as required by the Companies Act.
Directors can be removed for various reasons including misconduct, non-performance, conflict of interest, or simply because shareholders wish to change board composition.
Yes, a director can resign voluntarily before the removal process is completed, which would make the removal proceedings unnecessary.
Improper removal can lead to legal challenges, penalties, and may be declared invalid by courts, requiring the director to be reinstated.
Yes, a removed director can be reappointed if shareholders approve their appointment through proper procedures.
No, only shareholders need to be present for the EGM. The director being removed has the right to attend and be heard.
Independent directors have special protections and their removal may require additional procedures and disclosures.
The director's salary and benefits cease upon removal, unless there are contractual obligations or compensation agreements in place.
Yes, if proper procedures are not followed or if there are allegations of oppression or mismanagement, the removal can be challenged in court.
The impact depends on the director's role. If they were handling critical functions, the company may need to reassign responsibilities or appoint a replacement.
Asktrix provides end-to-end support including documentation, compliance, filing assistance, and guidance throughout the entire removal process.
The company should formally communicate the removal, effective date, any outstanding obligations, and return of company property to the removed director.
Navigating the director removal process with Asktrix ensures not only legal compliance but also ongoing support for your company's governance and success. Our comprehensive approach ensures your company meets all regulatory requirements efficiently and accurately.