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Seamless Director Exits – Resignations & Removals Made Simple

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CA/CS Assisted Filings
12 Hrs Submission

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Starter

Starter Package

₹1,999

Key Features

Board Resolution Authorization
Director Consent Documentation
Regulatory Form Preparation
Official Registry Update
Application of DIN
One Director removal

Growth

Growth Package

₹4,199

Key Features

Board Resolution Authorization
Director Consent Documentation
Regulatory Form Preparation
Official Registry Update
Digital Signature of the proposed Director
Application of DIN
One Director removal

Pro

Pro Package

₹5,999

Key Features

Board Resolution Authorization
Director Consent Documentation
Regulatory Form Preparation
Official Registry Update
Digital Signature not Applicable
Application of DIN
One Director Addition
One Director removal
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TESTIMONIALS

SUCCESS STORIES

PR

Priya Reddy

Co founder, Green leaf ventures

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

VS

Vikas Singh

Director. BrightSpark Innovations

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

RA

Rohit Agarwal

Founder. TechEdge Solutions

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

MS

Meera Sharma

CEO BlueWave Technology

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

PR

Priya Reddy

Co founder, Green leaf ventures

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

VS

Vikas Singh

Director. BrightSpark Innovations

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

PR

Priya Reddy

Co founder, Green leaf ventures

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

VS

Vikas Singh

Director. BrightSpark Innovations

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

RA

Rohit Agarwal

Founder. TechEdge Solutions

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

MS

Meera Sharma

CEO BlueWave Technology

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

PR

Priya Reddy

Co founder, Green leaf ventures

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

VS

Vikas Singh

Director. BrightSpark Innovations

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

PR

Priya Reddy

Co founder, Green leaf ventures

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

VS

Vikas Singh

Director. BrightSpark Innovations

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

RA

Rohit Agarwal

Founder. TechEdge Solutions

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

MS

Meera Sharma

CEO BlueWave Technology

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

PR

Priya Reddy

Co founder, Green leaf ventures

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

VS

Vikas Singh

Director. BrightSpark Innovations

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

PR

Priya Reddy

Co founder, Green leaf ventures

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

VS

Vikas Singh

Director. BrightSpark Innovations

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

RA

Rohit Agarwal

Founder. TechEdge Solutions

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

MS

Meera Sharma

CEO BlueWave Technology

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

PR

Priya Reddy

Co founder, Green leaf ventures

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

VS

Vikas Singh

Director. BrightSpark Innovations

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

PR

Priya Reddy

Co founder, Green leaf ventures

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

VS

Vikas Singh

Director. BrightSpark Innovations

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

RA

Rohit Agarwal

Founder. TechEdge Solutions

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

MS

Meera Sharma

CEO BlueWave Technology

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

PR

Priya Reddy

Co founder, Green leaf ventures

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

VS

Vikas Singh

Director. BrightSpark Innovations

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

PR

Priya Reddy

Co founder, Green leaf ventures

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

VS

Vikas Singh

Director. BrightSpark Innovations

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

RA

Rohit Agarwal

Founder. TechEdge Solutions

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

MS

Meera Sharma

CEO BlueWave Technology

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

PR

Priya Reddy

Co founder, Green leaf ventures

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

VS

Vikas Singh

Director. BrightSpark Innovations

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

PR

Priya Reddy

Co founder, Green leaf ventures

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

VS

Vikas Singh

Director. BrightSpark Innovations

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

RA

Rohit Agarwal

Founder. TechEdge Solutions

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

MS

Meera Sharma

CEO BlueWave Technology

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

PR

Priya Reddy

Co founder, Green leaf ventures

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

VS

Vikas Singh

Director. BrightSpark Innovations

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

PR

Priya Reddy

Co founder, Green leaf ventures

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

VS

Vikas Singh

Director. BrightSpark Innovations

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

RA

Rohit Agarwal

Founder. TechEdge Solutions

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

MS

Meera Sharma

CEO BlueWave Technology

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

PR

Priya Reddy

Co founder, Green leaf ventures

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

VS

Vikas Singh

Director. BrightSpark Innovations

Incorporating my private limited company was smooth and stress free. The professional Guidance and timely updates made the whole experience exceptional.

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HDFC
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ZOHO
Vyapar
DIGITAL CONNECT
teljio
GrindClub
HDFC
Hungrea
MW
Ready
SBI
Tally
ZOHO
Vyapar
DIGITAL CONNECT
teljio
GrindClub
HDFC
Hungrea
MW
Ready
SBI
Tally
ZOHO
Vyapar
DIGITAL CONNECT
teljio
GrindClub
HDFC
Hungrea
MW
Ready
SBI
Tally

PROCESS

OUR THREE STEP PROCESS

Fill The Forms

Share your basic details quickly and easily.

Upload Document

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Get Approved

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PAN Card of the Director
Aadhar Card of the director
Consent Letter from the Exiting director
Company Approval
Digital Signature of Director
DIN of the Director If any
1.Issuance of Special Notice: As per Section 115 of the Companies Act 2013, a special notice must be issued to initiate the removal process.
2.Notice Period to Director: This special notice must be sent to the director in question at least 14 days before the resolution vote, allowing adequate time for response.
3.Right to be Heard: The director facing removal must be allowed to present their side. They should be allowed to submit a written representation, which could be circulated to members or read at the meeting.
4.Restriction on Reappointment: Once removed, the director is not eligible for reappointment to the board.
5.Filing of Form DIR-12: As mandated by the Companies Act 2013, Form DIR-12 must be filled out and submitted to document the official removal of a director.

Company directors oversee the management and operations of a business, while shareholders hold ownership of the company. Situations may arise where shareholders decide to remove a director due to inadequate performance or other concerns, or a director may choose to resign. Removing a director is a significant corporate action that requires careful consideration and strict adherence to the legal framework outlined by the Companies Act 2013 or relevant local laws. Whether initiated by an ordinary resolution, board resolution, or judicial order, this process must be conducted fairly, transparently, and in the company's best interest. At OnEasy, we specialize in navigating the complexities of the director removal or resignation process, ensuring full compliance with legal standards and meticulous attention to detail. Our experts are here to assist you in managing this critical corporate transition smoothly and effectively. Contact us today to get started.

Understanding Director Removal

Director removal is a critical corporate governance process that must be conducted with precision and legal compliance. Whether a director resigns voluntarily, fails to attend board meetings, or is removed by shareholders, the process requires adherence to specific legal procedures outlined in the Companies Act 2013. Understanding these procedures is essential for maintaining proper corporate governance and avoiding legal complications.

Reasons for Director Removal

According to the Companies Act 2013, a private limited company must appoint at least two directors to commence operations. Shareholders can dismiss a director during the General Meeting, except in cases of government-appointed directors. A director may be subject to removal under various circumstances, including:

•Disqualification as per the Companies Act criteria
•Absence from board meetings for over a year
•Violation of Section 184 of the Companies Act by engaging in prohibited transactions
•Prohibition from participation due to a court or tribunal order
•Conviction by a court for a criminal offence with a minimum six-month sentence
•Non-compliance with the regulations and requirements of the Companies Act, 2013
•Voluntary resignation from the board

Methods for Director Removal from a Company

There are several methods through which a director can be removed from a company:

•Resignation by Directors: This method involves directors voluntarily stepping down from their positions.
•Director Absence from Board Meetings: This approach is applicable when a director fails to attend board meetings for 12 months, leading to their removal.
•Shareholder-initiated Removal: This method involves shareholders voting to remove a director from their position.

Legal Framework Governing Director Removal

The removal of a director is governed by specific sections of the Companies Act 2013:

•The removal of a director is governed by the Companies Act 2013, particularly under Section 169, which outlines the legal steps and rules to be followed.
•Section 169: Details the process for legally removing a director.
•Section 115: While mainly discussing the appointment of new directors, this section is crucial for understanding removal rules.
•Section 163: Addresses the selection of directors to ensure fair representation, impacting the decision-making process.
•Rule 23 of the Companies (Management and Administration) Rules, 2014: Provides specific guidelines for proper director removal.

Procedure for Director Removal

The process for handling a director's voluntary resignation involves several key steps:

•Director's Voluntary Resignation: A director can resign by submitting a written notice to the board. The resignation is effective upon receipt by the company or a later specified date. The board should acknowledge the resignation in the next board meeting.
•Board of Directors Meeting: The board should schedule a meeting to acknowledge the resignation following Section 173 and Secretarial Standard-1 (SS-1). This meeting should be held within 30 days of receiving the resignation.
•Notification of Board Meeting: Notify all directors at their registered addresses 7 days before the meeting.
•Preparation of Meeting Documents: The meeting notice should include the agenda, explanatory notes, and draft resolution.
•Conduct the Board Meeting: Convene the board to acknowledge the director's resignation.
•Delegation for ROC Filings: Assign the Company Secretary, CFO, or director to submit the necessary forms and documents to the Registrar of Companies.
•Disclosure for Listed Companies: Public companies must promptly report their resignation to the stock exchange by Regulation 30 & 46(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
•Distribution of Draft Minutes: Within 15 days after the board meeting, send draft minutes to all directors for review.
•Submission of Form DIR-12: Within 30 days of receiving the resignation notice, the company must submit Form DIR-12 to the ROC along with the necessary documentation.

Director Absence from Board Meetings for 12 Months

When a director fails to attend board meetings for 12 consecutive months, the following process applies:

•Acknowledgement of Vacancy: Recognize the vacancy under applicable corporate governance laws.
•Filing of Form DIR-12: Notify the ROC of the director's removal or resignation by filing Form DIR-12.
•Update on MCA Database: Complete the necessary formalities to officially remove the director's name from the Ministry of Corporate Affairs (MCA) database.

Director Removal by Shareholders

The process for removing a director through shareholder action involves these steps:

•Board Meeting Notice: Schedule a Board Meeting and provide at least seven days' notice to all directors, including the agenda item for the proposed removal.
•Resolution for EGM: At the Board Meeting, pass a resolution to convene an Extraordinary General Meeting (EGM) and propose the removal resolution for shareholder approval.
•Issuing EGM Notice: Send notices for the EGM to all shareholders, ensuring a 21-day notice period.
•Voting at EGM: Present the resolution for the director's removal to the shareholders. If the majority supports it, the resolution is passed.
•Director's Right to be Heard: Allow the director to present their case before the resolution is voted on.
•Filing Forms DIR-11 and DIR-12: After the resolution is passed, complete and submit Form DIR-11 (by the outgoing director, if applicable) and Form DIR-12 (by the company) to the ROC.

Penalties for Delayed Submission of Form DIR-12

Failure to file Form DIR-12 within the prescribed time limits results in escalating penalties:

•30 to 60 days: Double the standard government fees.
•60 to 90 days: Four times the government fees.
•Beyond 90 days: Ten times the government fees.
•Exceeding 180 days: Twelve times the government fees and potential legal actions for compounding offences.

Impacts and Considerations of Director Removal

Removing a director can have various implications for the company:

•End of Directorial Responsibilities: The removed director ceases involvement in company management.
•Revocation of Authority: The director loses any power to act or represent the company.
•Potential Legal Ramifications: Non-compliance with legal protocols can lead to legal challenges.
•Impact on Company Reputation: Removing a director can affect the company's public image, necessitating discreet management of the process.

Filing Amendments Under Various Acts

After removing a director, the company may need to update registrations under various regulatory frameworks:

•Goods and Services Tax Act
•Shops and Establishment Act
•Factories Act
•Foreign Exchange Management Act
•Employee Provident Fund (EPF)
•Employee's State Insurance (ESI)
•Other relevant labour laws

Why Choose OnEasy for Director Removal?

OnEasy provides comprehensive support for director removal processes:

•Expertise and Experience: Our team is well-versed in corporate law and the specific procedures of the Companies Act 2013.
•Compliance Assurance: We ensure every step of the director removal process complies with statutory regulations, minimizing legal risks.
•End-to-End Support: From initial consultation to final submission of necessary forms like DIR-12, we provide comprehensive support throughout the process.
•Customized Solutions: We offer tailored advice for your company's unique circumstances and objectives.

FAQ

Frequently Asked Questions

The process typically involves issuing a special notice, allowing the director the right to be heard, holding a general meeting to pass a resolution, and filing Form DIR-12 with the Registrar of Companies.

Company directors oversee the management and operations of a business, while shareholders hold ownership of the company. Situations may arise where shareholders decide to remove a director due to various concerns, or a director may choose to resign. Removing a director is a significant corporate action that requires careful consideration and strict adherence to the legal framework outlined by the Companies Act 2013. Whether initiated by an ordinary resolution, board resolution, or judicial order, this process must be conducted fairly, transparently, and in the company's best interest.

Yes, a director can resign voluntarily by submitting a written notice to the company. The resignation becomes effective upon receipt by the company or on a specified future date.

Common reasons include poor performance, non-compliance with legal requirements, absence from board meetings, or actions detrimental to the company's interests.

A special notice must be given to the director at least 14 days before the resolution to remove them is put to vote.

The director has the right to be heard, which includes submitting a written representation to the shareholders and presenting their case during the meeting.

Form DIR-12 must be filed with the Registrar of Companies to document the removal of the director, along with any necessary supporting documents.

Delayed submission of Form DIR-12 can result in penalties, which increase with the duration of the delay.

No, once a director is removed from their position, they are not eligible for reappointment to the board.

The removal of a director can affect the company's management, decision-making processes, and potentially its public image. It must be handled with care to mitigate any negative impacts.

Yes, shareholders can remove a director through a vote at a general meeting, even if there is no specific reason, as long as the Companies Act provisions conduct the removal.

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