Removal of Director

Our Services: Removal of Director

Efficient and Compliant Director Removal Services

We offer a complete range of services to facilitate the removal of a director from a company, ensuring that the process adheres to all legal and regulatory requirements under the Companies Act, 2013. Our team of experts manages every step of the removal process, from documentation to compliance, to ensure a smooth transition.

Our Scope of Services

1. Initial Consultation and Assessment:

• Consultation: Conduct an initial consultation to understand the reasons for the director’s removal and assess the specific requirements and implications.
• Regulatory Guidance: Provide guidance on the legal grounds and procedural requirements for the removal of a director.

2. Documentation Preparation:

• Board Resolution: Draft and prepare the necessary board resolution for the removal of the director, including details of the meeting where the decision was made.
• Notice of Removal: Prepare the notice of removal to be sent to the director being removed, including the details of the board meeting where the removal was approved.

3. Compliance with Legal Requirements:

• Shareholder Approval (if applicable): If required, prepare and assist with obtaining shareholder approval for the director’s removal at a general meeting. This may involve drafting a special resolution and organizing the meeting.
• eForm DIR-12: Prepare and file eForm DIR-12 with the Registrar of Companies (ROC) to notify the removal of the director. This includes providing necessary details such as the director’s DIN and the date of removal.

4. Update Company Records:

• Register of Directors: Update the company’s statutory records, including the Register of Directors, to reflect the removal of the director.
• Board Minutes: Ensure that the minutes of the board meeting and any general meetings are accurately recorded and updated.

5. Post-Removal Compliance:

• Regulatory Follow-Up: Monitor the status of the filing with the ROC and address any queries or issues that may arise.
• Compliance Check: Verify that all necessary compliance requirements have been met and that the removal is properly documented in company records.

6. Ongoing Support:

• Advice: Provide ongoing advice and support regarding any legal or regulatory implications following the director’s removal.
• Amendments: Assist with any required amendments or updates to company records or filings related to the removal.

Our Process

1. Consultation: Begin with a detailed consultation to assess the reasons and requirements for the director’s removal.
2. Documentation: Prepare and gather all necessary documents and resolutions.
3. Filing: Submit eForm DIR-12 and handle all regulatory filings.
4. Compliance: Update company records and ensure all legal requirements are met.
5. Support: Provide post-removal support and address any additional needs.

• Improving Governance: Removal of a director who is not fulfilling their fiduciary duties or whose actions are detrimental to the company's interests can enhance overall corporate governance.
• Enhanced Board Dynamics: Removing a director who disrupts board dynamics can foster a more cohesive and productive board environment.
• Resolving Disputes: In cases where there are conflicts or disagreements between directors or with management, removal can mitigate tensions and facilitate smoother decision-making.
• Improved Decision-Making: With a streamlined board composition, decision-making processes can become more efficient and focused on achieving corporate goals.
• Ensuring Compliance: Removing a director who fails to comply with legal or regulatory requirements ensures that the company operates within the bounds of the law.

Documents Required for Removal of Director

1. Board Resolution:

• Board Meeting Minutes: A certified copy of the board resolution or minutes of the board meeting where the decision to remove the director was made. This document should detail the reasons for the removal and the decision of the board.

2. Notice of Removal:

• Notice to Director: A formal notice sent to the director being removed, informing them of the decision. This notice should include details of the board meeting and the reasons for the removal.

3. Shareholder Approval (if applicable):

• Special Resolution: If the removal requires shareholder approval (typically in case of removal under Section 169 of the Companies Act), a copy of the special resolution passed by the shareholders at a general meeting, such as an Annual General Meeting (AGM) or an Extraordinary General Meeting (EGM).

4. eForm DIR-12:

• Form DIR-12: Completed and signed eForm DIR-12 to be filed with the Registrar of Companies (ROC). This form notifies the ROC of the director's removal and includes details such as the director’s DIN (Director Identification Number) and the date of removal.

5. Director’s Identification Details:

• Director’s DIN: Details of the Director Identification Number (DIN) of the director being removed.

6. Company Records:

• Register of Directors: Updated register of directors reflecting the removal of the director.
• Board Minutes: Updated minutes of the board meeting documenting the decision to remove the director and any subsequent shareholder meetings where approval was obtained.

7. Additional Documents (if applicable):

• Consent to Act as Director (if the director had previously given any): Any consent or declaration forms that might need to be canceled or updated.
• Form MGT-14: Filing of this form with the ROC may be required if the removal was part of a special resolution and needs to be communicated to the Registrar.

8. Other Relevant Documentation:

• Proof of Communication: Documentation showing that the director was formally notified about their removal, such as postal receipts or email confirmations.

Additional Notes:

• Digital Signature Certificate (DSC): Ensure that all forms and resolutions are digitally signed by the authorized signatories.
• Filing Deadlines: Ensure that all documents and forms are submitted within the stipulated deadlines to avoid any penalties or compliance issues