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Public Limited Company: Addition or Removal of Directors

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Divya Singhvi

Director Appointment
Director Resignation
public limited company
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Last updated on May 5th, 2021

Any Public Limited Company has to have at least three directors at any given time. The change in the directorship of a company is possible at any time as and when needed. The change includes the addition or removal of Public Limited Company directors. In addition, to exhibit the change a company must follow the rules specified under the Companies Act. Addition or removal of Public Limited Company directors can be done by passing a resolution in the general meeting.

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Addition Of Director in Public Limited Company

The addition of the director can take place in a company only in a general meeting with the approval of the shareholders. Further, this takes place through an annual general meeting or by calling an extraordinary general meeting. However, sometimes it is not feasible to wait for an AGM or to call an extraordinary general meeting. In such circumstances, a company can add an additional director in a board meeting and later on it can regularize such director in the upcoming AGM.

Pre-requirements for Addition of Directors

Process for addition of Directors of Public Limited Company

Removal of Director in Public Limited Company

There can be three possible reasons for Removal of Director:

  1. Director voluntarily gives his resignation
  2. Removal of director suo-moto by the board.
  3. If the director does not attends 3 continuous board meeting.

Voluntary Resignation of Directors

Removal of director Suo-moto by Board

Director does not attend Board Meetings for 12 months

As per section 167 of the Companies Act, 2013 a Director shall vacate the office if he does not attend Board Meetings for a continuous period of 12 months. Further the period of 12 months begins the first board meeting in which he was absent. As a result of vacation Form DIR – 12 will b filed on his name. After which his name will b removed from the Ministry of Corporate Affairs.

FAQs

Can a body corporate be appointed as a director in the company?

No, a body corporate cannot be appointed as a director in a company. Only an individual can be appointed as a director in the company.

Is there any eligibility criteria for adding a new Director?

Yes, there is eligibility criteria for adding new director and it is as follows:
– The proposed individual must be a major.
– He or she must qualify as per the laws mentioned under the Companies Act, 2013.
– The Members of the Board must give consent to the appointment of the individual.
– However the Companies Act does not mention any educational qualification in order to be eligible to become a Director.

Got Questions? Ask Away!

  1. Hey @emmy

    e-Form DIR-12 must be accompanied with a certified true copy of board resolution. In case of appointment, DIR-2 must be attached and in case of resignation, the resignation letter must be attached.

    You can learn about Addition/ Removal of Directors here:

    Hope this helps

  2. Hey @suthar_gunjan

    DIR-12 is an STP (Straight Through Processing) form, hence it gets approved as soon as the payment is made and marked as “Paid” by MCA.

    Hope this helps!

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