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Resignation of a Director

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Introduction

Welcome to Tax and Services, your trusted partner in navigating the legal landscape. Our platform is designed to provide comprehensive legal insights, resources, and support to businesses and professionals. Today, we address a critical aspect of corporate governance – the resignation of a director.

In the dynamic world of business, leadership transitions are inevitable, and the resignation of a director is a significant event that requires careful consideration and adherence to legal protocols. At Tax and Services, we understand the complexities surrounding such decisions and aim to offer clarity and guidance through this challenging process.

Process of Resignation of the Director of the Company

1. Complete the Application Form

You are requested to first fill the simple questionnaire provided by our expert team which will enable us to know the case of resignation of the Director of the Company.

2. Document Processing

At the second step you will be required to produce the documents in accordance with the questionnaire filled based upon which case will be dealt so that we can arrange them as per the requirement.

3. Drafting of Resignation Letter and Board Resolution and Filing the same with ROC

After arranging the documents we will begin with the drafting of Resignation letter to be sent by the director and pass the Board Resolution (if not passed ) for removal of Director along with the requisite documents and the same shall be filled in an e-form.

4. Approval from the Ministry of Corporate Affairs

Lastly, after the approval of an e-form is received from the ROC which will be provided through e-mail which signifies that the respective changes have been to the Board of Directors of the Company.

Resign/Removal of Director from Company

Professional Consultation

Drafting of Documents

Filing of E-Forms with ROC

Digital Signature Certificate

More Insights on Resignation / Removal of Director from Company

Vacation of Office of Director U/s 167

 Sometimes the office of directors becomes vacant on the happening of certain events which are described below. In such cases the board needs to remove such directors by filing FORM DIR-12 after passing the board resolution within 30 days of the occurrence of any event.

(a) The director is disqualified as per section 164;
(b) The directors does not attend all the meetings of the Board of Directors held during a period of twelve months;
(c) The director violated the provisions of section 184 and enters into any contracts or arrangements in which he is directly or indirectly interested;
(d) The directors doesn’t discloses his interest in any contract or arrangement in which he is directly or indirectly interested
(e) The director becomes disqualified by an order of a court or the Tribunal or convicted by a court of any offence, and sentenced to imprisonment for not less than 6 months

Resignation of Director Us/ 168

The director can himself resign from the company due to any personal circumstances or his preoccupation elsewhere by giving a notice in writing of his resignation to the company. The notice of the resignation should be served by mail or post for informing the board of directors and the company and the proof of the same should be retained. The director can file DIR-11 on his behalf within 30 days for confirming his resignation

The company in turn will acknowledge and pass the board resolution for approving the resignation of the director. The company in turn has to file Form DIR-12 with the Registrar of Companies within 30 days of the resignation.

Removal of Director U/s 169

A company can remove any director unless he has been appointed by the Tribunal before his tenure by passing an ordinary resolution after providing him a reasonable opportunity of being heard. A special notice is required for such removal and such director is entitled for attending the general meeting and be heard on resolution of the meeting. After passing the resolution, the company needs to file Form-DIR-12 with the Ministry of Corporate Affairs for his removal.

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