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Director removal or resignation is a sensitive process that occurs due to voluntary exits, disputes, or operational restructuring. It must be executed strictly as per MCA guidelines to prevent future legal disputes.
It is the legal mechanism to sever a director’s official ties with a company. This can happen via voluntary resignation (Section 168) or removal by shareholders (Section 169) of the Companies Act, 2013.
Ensures the company’s public records accurately reflect its current management, avoiding liabilities for the departing director.
Provides a legal pathway to remove non-performing or disputing directors.
Maintains a cohesive and effective management team.
Resignation Letter or formal Notice of Removal.
Board Resolution accepting the resignation or proposing the removal.
Special Notice from shareholders (if being forcibly removed).
ID Proof of the resigning/removed director.
Receipt of Notice: The company receives a resignation letter, or shareholders issue a special notice proposing removal.
Opportunity of Being Heard: In case of removal, the director must be given a fair chance to present their case to the shareholders.
Board / General Meeting: Pass a Board Resolution (for resignation) or an Ordinary Resolution in a General Meeting (for removal).
Filing Form DIR-12: The company must file Form DIR-12 with the MCA within 30 days to update the ROC.
Form DIR-11 (Optional but recommended): The resigning director can independently file Form DIR-11 to inform the MCA directly.
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