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Removal of Director

Removal of Director

A Company has the authority to remove a Director by passing an Ordinary Resolution, given the Director was not appointed by the Central Government or the Tribunal.

Google Review Rating

4.9/5

Market Price

18000/-

Instabizfilings Price

₹ 12712 excl. GST

₹ 15000 incl. GST

Complete Date

24-03-2025
  • You Save INR 3000/- (29%) on the above Service.

    ROC Fees/Governemnt Fees will be charged at actuals

    Late fees if any will be beared by the Client/Customer.

Offers and Discount

No Cost EMI available on Transactions exceeding 3000

10% Discount on your first purchase

18% GST Credit available

Scope of Work:

  • 1. Preparation of Board Meeting and General Meeting documents for removal of director;

     

    2. Preparation of documents for attachment in e-forms;

     

    3. Preparation of e-forms;

     

    4. Arranging for Certification of e-forms;

     

    5. Resubmission of e-forms, if any

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Introduction

A director's resignation means the voluntary departure of an organization's executive who fulfills directorial duties. Directors choose to resign their positions because of personal matters and conflicts of interest and health conditions but also because they wish to focus on new opportunities. The organization needs to approach director resignations with great care because this process affects both corporate governance and regulatory compliance.

Reasons for Removing a Director

  • Breach of Fiduciary Duties: Directors must provide both loyalty and proper care service to their company. Shareholders can remove directors due to both negligence and when they self-deal with company assets.

  • Failure to Perform Duties: A consistent absence from meetings or failure to meet role requirements will lead to replacement of a director through removal procedures.

  • Conflict of Interest: In case of conflict of interest affecting their ability to make unbiased decisions which benefit the company directors can be removed from office.

  • Legal Violations: The company removes directors who break laws or display unethical conduct because it safeguards both the firm's reputation and legal position.

  • Shareholder Dissatisfaction: Shareholder perception sometimes indicates that a director does not perform optimally for shareholder benefit. If shareholders choose to vote against him then the director will face removal from his position.

Steps to Remove a Director

  • Review Company Bylaws: To begin the process of removing a director one must examine the company’s articles of association or bylaws to understand the official procedures. Authorized jurisdictions either need shareholder approval or allow the board to initiate director removal without shareholder approval.

  • Board Resolution or Shareholder Vote:

  1. Depending on the company’s governance structure, the board or shareholders will vote to remove the director. If the director holds an executive position, such as CEO, the process may involve removing them from both their directorship and executive role.
  2. In some cases, a special meeting may be called, and a vote is required. For shareholder-owned companies, a majority vote may be necessary to approve the director’s removal.
  • Notice to the Director: The director possesses the right to receive notification about planned removals from the board of directors. The director can participate in the meeting by presenting their defense and case or defending their actions regarding the proposed removal.

  • Filing with Regulatory Authorities: Similar to a resignation, the removal of a director may require notification to regulatory bodies. This ensures the company’s records remain up to date and transparent.

  • Public Communication (if applicable): Public companies together with large organizations sometimes need to release statements to their shareholders and employees and stakeholders about the director's dismissal along with its business consequences.

  • Post-Removal Considerations:

  1. Following the removal of the director the organization must facilitate an orderly passage within the company structure. The replacement of a director needs a new appointee or the board members should take on his responsibilities.
  2. The organization needs to handle all legal along with contractual obligations connected to the ex-director which may require severance funds and non-competes.

Legal and Regulatory Aspects of Director Removal

  • A director will obtain legal safeguards from removal when they have secured an agreement with the company. The terms of employment specify whether directors are qualified for severance pay or any form of compensation.

  • An employment contract for the director who serves as a company worker requires an independent process for employment termination separate from the process of board removal.

  • The outcome of director removals might result in legal dispute resolution when directors choose to contest their removal through either litigation or mediation to resolve it.

Key Differences Between Director Resignation and Removal:

Aspect

Director Resignation

Remove Director

Voluntary/Involuntary

Voluntary (director chooses to resign)

Involuntary (director is removed by board or shareholders)

Reasons

Personal reasons, health, career change

Breach of duty, poor performance, legal violations

Process

Director submits resignation letter, board accepts it

Board resolution or shareholder vote, formal removal process

Notice Requirement

May or may not be required

Director may be entitled to notice and an opportunity to respond

Implications

Director leaves voluntarily, may have future role

Removal often signifies serious issues or disagreements

Conclusion

A company faces distinct legal procedures regarding director resignation and director removal events during its operational governance. The company can initiate official removal of directors after determining they are unfit to perform their duties in their role. The proper procedure needs to be observed for everything to safeguard against legal and governance standards and organization well-being.

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FAQs

FAQs

Yes, a company director can be terminated without their consent. However, such removal calls for a strict procedure to be followed.

Even if a director is removed by the company, he shall be entitled to compensation/ damages payable to him.

The board of directors can remove the director from their office by passing an ordinary resolution in a general meeting. However, the board cannot remove a director of company the Tribunal or the Central Government has appointed.

Thus, under the 2013 Act, a company can remove a director only in a general meeting by passing an ordinary resolution and if he has not been appointed as a director under the principle of proportional representation or under section 163.

According to Section 115 only shareholders carrying not less than 1% of total voting strength or holding shares on which an aggregate sum of not less than ₹ 5,00,000 has power to remove a director and can deliver personal notice to the company for removal of a director.

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