Remove a Director
If you want to remove a director from your company, you can do so by
passing an ordinary resolution in the general meeting. You can remove
the director before the term of his office expires.
Conditions to Remove a Director
You can remove a director 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. Therefore, please make sure that:
- The director you seek to remove is not the one appointed by the tribunal under section 242.
- You issue a special notice before calling the meeting.
- At least 14 days remain between issuing the notice and convening the meeting.
- You give the director an opportunity to present his case.
- You are not availing the option to appoint directors under section 163, that is, under principle of proportionate representation.
- The director also receives a copy of the special notice that seeks to remove him.
Essentials for Removing a Director
Further, there are some other essentials that are a part of the process of removing a director:
- The law states that the director can attend the general meeting in which the company passes a resolution for his removal.
- He can also present his case in writing.
- If the time permits, your company must send the notice to its members at least 7 days before the meeting.
- If it is not possible to do so because of shortage of time, your company must publish a notice in the newspaper in the state where its registered office is situated.
- You must publish the notice in one English language newspaper and also in one local language newspaper.
- Both newspapers must have wide circulation in the state where the company has its registered office.
- If you appoint a new director to replace the removed director, he can hold office till the end of the term of original director.
- The board of directors cannot re-appoint the director who was removed earlier.
Further, if you want to appoint a new director in place of the removed director, you must file Form DIR-12 within 30 days from the date of removal of director.
Fee for Removing a Director
The government starts from Rs. 200 and the professional fee starts from Rs. 1000.
Timeline for Removing a Director
The process of removal may take anywhere between 15 days and 3 months.
How PocketLawyer Can Help?
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