Resignation and Removal of Directors

Director is entrusted with the powers of management and administration of the Company. Outgoing Director can either resign or can be removed from the Company by following the due procedure of law. In such cases, a Director can resign or be removed by filing the intimation of change of Director with MCA.The procedure for resignation of director and removal of Director by the Board or Shareholders vary. Outgoing Director can resign by giving a simple resignation letter in writing to the company and the Company shall file the necessary documents and e-forms with MCA within 30 days.

The procedure for resignation of director and removal of Director by the Board or Shareholders vary. Outgoing Director can resign by giving a simple resignation letter in writing to the company and the Company shall file the necessary documents and e-forms with MCA within 30 days. A Director is also required to file the copy of resignation to the ROC by filing necessary documents and e-forms. Managing Director is a Director who is entrusted with substantial powers of management of the affairs of the company.

RESIGNATION OR REMOVAL OF DIRECTORS

 

 

Basic Information

 

 

Director is entrusted with the powers of management and administration of the Company. Outgoing Director can either resign or can be removed from the Company by following the due procedure of law.

 

In such cases, a Director can resign or be removed by filing the intimation of change of Director with MCA.

 

The procedure for resignation of director and removal of Director by the Board or Shareholders vary. Outgoing Director can resign by giving a simple resignation letter in writing to the company and the Company shall file the necessary documents and e-forms with MCA within 30 days. A Director is also required to file the copy of resignation to the ROC by filing necessary documents and e-forms.

 

LEGALRAJ will help you to legally remove or comply with director resignation process. The average time taken to file for resignation of director is about 1 to 5 working days, subject to government processing time and client document submission.

 

 

What will you receive in Director’s Resignation package ?

 

 

  1. DSC token of the resigning Director
  2. Resignation Letter of the resigning Director
  3. Resolution for his resignation from the Company
  4. Relieving Letter to Director from Company
  5. Filing of Form DIR-12 for change in the Board of the Company

 

 

What are the Types of Directors in a Company ?

 

1. Executive Director:

 

Executive Director is in full-time employment of the Company. He looks after the day-to-day business affairs and administrative functions of the Company. Executive Directors can draw salary, attend board meetings and represent the Company in the World.

 

2. Non – Executive Director:

 

Non-Executive Director is not engaged in the day-to-day business affairs and administrative functions of the Company. He is entitled to attend Company Meetings and can provide professional services to the Company. Being a Non-Executive Director, he cannot draw salary firm the Company.

 

3. Managing Director:

 

Managing Director is a Director who is entrusted with substantial powers of management of the affairs of the company. The Roles and Responsibilities of the Managing Director are governed by the Articles of Association or the Agreement between the Company and such Director.

 

4. Additional Director:

 

Board of Directors of the Company can appoint a Director between two annual general meetings subject to the provisions of the Articles of Association of a company. Such Director is called Additional Director. He can hold office only upto the date of next Annual General Meeting of the Company.

 

5. Alternate Director:

 

In cases where Original Director is absent for a period of not less than three months, Alternate Director may be appointed by the Board of Directors to act for and on behalf of such absent Director.

 

 

What is the process for Resignation of Director ?

 

 

Step 1: Preparing the Resignation Letter of the resigning Director

Step 2: submission of the resignation letter to the Board of Company

Step 3: Board of Directors accept the resignation by passing the resolution

Step 4: File the Form DIR-11 for Notice of resignation with ROC

Step 5: File the Form DIR-12 for return of change in the Board of the Company

 

The entire process for registration of Company will take at least 2 to 4 working days from the receipt of all the necessary documents and filing with the ROC.

 

 

Documents


DSC

DSC of the Resigning Director.


Resignation letter

of the Resigning Director.


Other Documents

will be intimated through e-mail.


Aadhar Card

Aadhar Card of the Director

FAQ

As per the provisions of Section 168 of the Companies Act, 2013 read with Rule 15 and Rule 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014, a director may resign from the Board by giving a written notice to the Board; and shall forward a copy of his resignation along with detailed reasons to the Registrar ofCompanies (ROC) in Form DIR-11 within 30 days of resignation.

Yes, shareholders of the Company may, by passing aspecial resolution in general meeting, remove a director, but after giving a reasonable opportunity of being heard pursuant to Section 169 of the Companies Act, 2013. A special notice would be required to be given, to the Director who is to be removed,for passing such a resolution. Once shareholders remove a director from the Board, the Board of Directors cannot re-appoint him.

Following is the process for removal of Director; Intimation of removal of the Director will be given to the Company; The Company will deliver the 14 Days’ Special Notice of removal to the Director proposed to be removed; General Meeting of the members will be held and special Resolution will be passed by the members for removal of Director; Eform DIR-12 will be filled by the Company within clear 30 Days. The MCA will update its records and the Director will be removed from the Company.

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Removal or Resignation of Director usually takes 1-2working days subject to the approval of the Central Govt. and the receipt of documents from the clients.

No. The resigning Director will have to affix his own valid and active DSC for filing his Eform DIR-11. However, in case if it is not possible for the resigning Director to have his DSC again, another Director of the Company (who is having the valid DSC Token) can affix his own DSC and submit the Eform DIR-11 by providing the authority letter from the resigning Director.

No. However, the Signatory details of the Company on the MCA portal will be updated when there is an addition of the Directors on the Board of the Company and the same can also be checked through this link; http://www.mca.gov.in/mcafoportal/viewSignatoryDetails.do.