When a director decides to resign from their position, it is important to follow the proper procedures and ensure a smooth transition. Our experienced team guides you completely through the resignation process, handling all necessary paperwork and communications with stakeholders.
Our excellent team is committed to helping navigate this significant change within your organization effortlessly.

The resignation of a director indicates that a director is leaving their position by choice on a company's board. It is usually executed by submitting a written statement to the company and the board, after which the company announces it to the Registrar of Companies.

Three primary methods are mentioned below to remove a director from a company or organization.

• Resignation by Directors: In this method, directors resign by his/her choice from the position of a company director.
• Director Absence from Board Meetings: This method is executed when a director is unable or fails to be a part of the board meetings for approx 12 months, thus leading to their removal.
• Shareholder-initiated Removal: This method is executed when the shareholders of a company do not want to support the existing director and vote to remove them from their position.

As per The Companies Act 2013, a private limited company should appoint at least two directors to perform its operations. Shareholders hold the right to remove a director during the General Meeting.

A company director can be removed from their position under the following conditions, including –

• Being disqualified as per the criteria set out in the Companies Act.
• Being prohibited from participating due to a court or Tribunal order.
• 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.
• Conviction by a court for a criminal offence with a sentence of at least six months.
• Conviction by a court for a criminal offence with a sentence of at least six months.
• Violating the terms of Section 184 of the Companies Act by engaging in prohibited
  transactions.

Adhering to the Companies Act, 2013, under Section 169, a director can be removed.

• Section 169: This section excellently defines the process for removing a company director legally, its in-depth steps, and additional important rules that should be followed.
• Section 163: This section explains the process of choosing company directors so that every individual gets equal representation. It is important to remove company directors as it impacts how decisions are made within the company.
• Section 115: This section is related to the process of how to include new directors. Still, understanding it helps to familiarize the rules about directors and their removal process as well.
• Rule 23 of the Companies (Management and Administration) Rules, 2014: This rule defines particular guidelines on running a company effectively and how to remove company directors legally.

To remove a company director legally, some particular important steps should be followed –

• Right to be Heard: The director who is undergoing the removal process should be allowed to explain their part of the story. They must be permitted to prepare a written statement, which could be read during the meeting or circulated to members.
• Restriction on Reappointment: When the director is removed, then the is not eligible for appointing again to the board.
• Notice Period to Director: A special notice should be issued to the director in question at least 14 days before the determination for their removal is voted on. Ensure that they get adequate time to draft a response.
• Issuance of Special Notice: Section 115 of the Companies Act 2013 makes it mandatory that a special notice be issued to start the removal process of a company director.