Remove Director
Company Directors oversees the management and operations of a business, while shareholders own the company. Situations may arise where shareholders opt 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 deliberation and strict compliance with the legal framework provided by the Companies Act 2013 or applicable local laws. Whether initiated by an ordinary resolution, board resolution, or judicial order, the process must be conducted fairly, transparently, and in the company's best interest.
Reasons for Director Removal
Under The Companies Act 2013, it's mandatory for a private limited company to appoint at least two directors to commence its operations.
Shareholders have the authority to dismiss a director during the General Meeting, barring instances of government-appointed directors. A director may be subject to removal under several conditions, including:
Being disqualified as per the criteria set out in the Companies Act.
Not attending board meetings for more than a year.
Violating the terms of Section 184 of the Companies Act by engaging in prohibited transactions.
Being prohibited from participating due to a court or Tribunal order.
Conviction by a court for a criminal offence with a sentence of at least six months.
Non-compliance with the regulations and requirements of the Companies Act, 2013.
Choosing to resign voluntarily from the board.
Following the director's resignation, the company may need to file amendment applications under several acts to update the official records. These acts may include:
Goods and Services Tax Act
Shops and Establishment Act
Factories Act
Foreign Exchange Management Act
Inter-State Migrant Workmen Act
Private Security Agencies Act
Employee Provident Fund (EPF)
Employee's State Insurance (ESI)
Other relevant labour laws
Industry-specific regulations
These updates ensure compliance with regulatory requirements and reflect the company's current governance structure.