Remove Director
After resignation, the director shall not be responsible for any act that has happened in the Company. The proof of delivery of the resignation letter shall be enough to discharge him of the liability in case any offence occurs after his resignation. However, the director shall be held liable for any wrongful act or offence that has occurred when he was acting as a director in the company.
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Resignation of Director in Company
A Director within a corporation may find it necessary to resign, or the Board may seek to remove a Director for various reasons. A Director can formally resign from the Board by submitting a resignation letter to the company and notifying the Registrar of Companies (ROC). This article examines the process involved in the resignation of a Director.
Director’s notice of resignation to the company
A Director has the option to resign from a company by submitting a written notice to the company. The Board is obligated to notify the Registrar of Companies (ROC) of this resignation within 30 days by filing Form DIR-12. Additionally, the Director may opt to send a copy of the resignation letter to the ROC, including the reasons for their resignation, by utilizing Form DIR-11. The following is the format for the resignation letter of a Director:
Director Resignation Letter Format
Date, Month, Year
To,
The Chairman / Secretary
Company Name Private Limited
City, State, Pin Code
Subject: Resignation from the Office of Director of the Company
Dear Sir/Madam,
I hereby tender my resignation from the office of the Director of the Company Name Private Limited with immediate effect (or resignation date) and request that a notice of my resignation letter is given to the Registrar of Companies and the Board of Directors be informed at their next Board Meeting.
I thank the Board of Director for having given me the opportunity and assistance to discharge my duties during my tenure as Director of the Company.
I request you to please provide me with an acknolodgement for receipt of the resignation and a copy of the e-Form DIR-12 filed with the Registrar of Companies to that effect for my reference and record.
Thanking You.
Yours faithfully,
DIRECTOR NAME
Companies duty on receiving Directors resignation letter
Upon receipt of the resignation letter by the company, and after the Chairman of the Board acknowledges it, a formal communication should be dispatched to the resigning Director confirming the receipt of their resignation. Additionally, the company is required to submit e-Form DIR-12 to the Registrar of Companies (ROC) regarding the Director’s resignation.
Following the notification to the ROC, the resignation letter will be presented at the next Board Meeting, and this occurrence will be documented in the meeting minutes.
Liability of Director after resignation
Once a Director submits their resignation and the Board formally accepts it, the Director shall not be held accountable for any liabilities incurred by the company following the acceptance date. Nevertheless, a Director who has resigned remains liable for any offenses that took place during their time in office as a Director of the Company, even after their resignation.
Process for Removing a Director
- A company has the authority to dismiss its directors prior to the completion of their term, a power that resides with the shareholders. This article addresses the procedure for the removal of directors within a company. Failure to adhere to any of the prescribed processes may render the decision invalid if challenged in a court of law.
Fundamental Requirement A fundamental requirement across various legal frameworks is the necessity to afford the defendant or defaulter an opportunity to present their case. This principle equally applies to the removal of a director. The procedure for removal cannot commence without first granting this opportunity to the director facing removal..
Issuance of Notice The initiation of the removal process must occur through a formal notice. This notice should be executed by shareholders possessing at least 1% of the voting power or those who have paid up an aggregate amount not exceeding Rs 5,00,000 as of the notice date. This notice, referred to as a special notice, must be signed by all shareholders. It is imperative that the special notice is delivered to the company at least 14 days before the meeting where the resolution will be voted on. While it may be submitted earlier, it is invalid if issued more than three months prior to the meeting date.
Notification to Members A copy of the notice must be forwarded to the director in question, who has the right to be heard regarding the resolution during the meeting, regardless of their membership status in the company. The notice should be served at least seven days, or one week, before the meeting date. If shareholders encounter reasonable difficulties in delivering the notice, it may be published in two newspapers—one in English and the other in the local language. Furthermore, the notice must be prominently displayed on the company’s website, if one exists, and similarly, it should be posted there at least seven days before the meeting date.
Request to the Tribunal Should the organization or any affected individual choose not to distribute the representation to the members or present it during a meeting, they may submit an application to the Tribunal seeking to invalidate the process. The Tribunal has the authority to nullify the process if it determines that the director is exploiting this right to gain unwarranted publicity regarding the defamatory issue. Additionally, the director is granted the right to issue an order requiring the director to reimburse the company for the costs associated with the application.
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Director Resignation Letter Format
Date, Month, Year
To,
The Chairman / Secretary
Company Name Private Limited
City, State, Pin Code
Subject: Resignation from the Office of Director of the Company
Dear Sir/Madam,
I hereby tender my resignation from the office of the Director of the Company Name Private Limited with immediate effect (or resignation date) and request that a notice of my resignation letter is given to the Registrar of Companies and the Board of Directors be informed at their next Board Meeting.
I thank the Board of Director for having given me the opportunity and assistance to discharge my duties during my tenure as Director of the Company.
I request you to please provide me with an acknolodgement for receipt of the resignation and a copy of the e-Form DIR-12 filed with the Registrar of Companies to that effect for my reference and record.
Thanking You.
Yours faithfully,
DIRECTOR NAME
Companies duty on receiving Directors resignation letter
Upon receipt of the resignation letter by the company, and after the Chairman of the Board acknowledges it, a formal communication should be dispatched to the resigning Director confirming the receipt of their resignation. Additionally, the company is required to submit e-Form DIR-12 to the Registrar of Companies (ROC) regarding the Director’s resignation.
Following the notification to the ROC, the resignation letter will be presented at the next Board Meeting, and this occurrence will be documented in the meeting minutes.
Liability of Director after resignation
Once a Director submits their resignation and the Board formally accepts it, the Director shall not be held accountable for any liabilities incurred by the company following the acceptance date. Nevertheless, a Director who has resigned remains liable for any offenses that took place during their time in office as a Director of the Company, even after their resignation.
Process for Removing a Director
- A company has the authority to dismiss its directors prior to the completion of their term, a power that resides with the shareholders. This article addresses the procedure for the removal of directors within a company. Failure to adhere to any of the prescribed processes may render the decision invalid if challenged in a court of law.
Fundamental Requirement A fundamental requirement across various legal frameworks is the necessity to afford the defendant or defaulter an opportunity to present their case. This principle equally applies to the removal of a director. The procedure for removal cannot commence without first granting this opportunity to the director facing removal..
Issuance of Notice The initiation of the removal process must occur through a formal notice. This notice should be executed by shareholders possessing at least 1% of the voting power or those who have paid up an aggregate amount not exceeding Rs 5,00,000 as of the notice date. This notice, referred to as a special notice, must be signed by all shareholders. It is imperative that the special notice is delivered to the company at least 14 days before the meeting where the resolution will be voted on. While it may be submitted earlier, it is invalid if issued more than three months prior to the meeting date.
Notification to Members A copy of the notice must be forwarded to the director in question, who has the right to be heard regarding the resolution during the meeting, regardless of their membership status in the company. The notice should be served at least seven days, or one week, before the meeting date. If shareholders encounter reasonable difficulties in delivering the notice, it may be published in two newspapers—one in English and the other in the local language. Furthermore, the notice must be prominently displayed on the company’s website, if one exists, and similarly, it should be posted there at least seven days before the meeting date.
Request to the Tribunal Should the organization or any affected individual choose not to distribute the representation to the members or present it during a meeting, they may submit an application to the Tribunal seeking to invalidate the process. The Tribunal has the authority to nullify the process if it determines that the director is exploiting this right to gain unwarranted publicity regarding the defamatory issue. Additionally, the director is granted the right to issue an order requiring the director to reimburse the company for the costs associated with the application.
Legalixo Support in transitioning a Remove Director
- Purchase a Plan for Expert Assistance
- Add Queries Regarding the conversion
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- Get your work done!
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