Cessation of a Director of the company can happen in two situations, either by the company i.e Removal of Director or voluntary by the Director i.e. Resignation by the Director. Resignation of a director voluntarily can take place when the director presents a wish to resign for whatsoever reasons. On the other hand, a director can also be removed involuntarily by the company before the end of his/her tenure. Form DIR 12 is required to be filed within 30 days of cessation with an attachment of resolution passed for removal and resignation of the director.
On the receipt of the resignation letter from any director of the Company, the Company shall acknowledge the same and be liable to file Form DIR-12 for intimation of such resignation to the ROC.
The company has the authority to remove a director by passing an ordinary resolution provided the director was not appointed by the Tribunal or the Central Government. However, the director can challenge the removal, and it could lead to legal complications. At Provenience, we offer plans that may suit different company needs. We take care of all the compliance and legal procedures so that there are no complications later.
In case of resignation, the resignation letter from the outgoing Director is required.
In case of removal, a special notice shall be sent by eligible members as specified under the law.
A BM shall be held to discuss the matter for resignation/removal. EGM is an additional requirement in case of removal of director.
Filing of form DIR 12 for cessation within 30 days of passing resolution.
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An individual appointed under the provisions of Companies Act, 2013 and rules framed thereunder to manage and take business decisions of the company is known as director and group of directors collectively form the Board of Directors.
No, removal and resignation are two separate situations. Resignation is when the director voluntarily gives resignation and presents a wish to resign, whereas removal is when the director is forced to step down.
No, the director can only be removed with the approval of shareholders, and hence Directors can't remove another director themselves.
Form DIR 12 is required to be filed within 30 days of cessation with attachment:
Before removing a director, it is essential to get approval from the board and pass a resolution. It is also essential to ensure that the number of directors does not fall under the statutory limit.
The company has the power to appoint a new director within six months from the date of the removal of the director.
No, only an individual is allowed to become a director in the company. However, representative of the LLP or a company can act as a director.
No, a director can continue holding the shares of the company even if no longer continues to be the director. However, if any condition was set in AoA during their appointment, then the procedure will have to be followed accordingly.