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Rohit Sharma   22 December 2023

How to remove a partner from private limited company

Hi,

I would like to know how to terminate a director from my private limited company.

One of my partner's is involved in unethical activities relating to financial fraud and other things that are against the law. His actions have caused massive financial losses to us as we have had to pay monies for things we are not responsible for.

In the past also we have cautioned this partner and were under the impression that he will mend his ways. Today again cops from Bangalore came looking for him.

We want to terminate him from our company and if possible revoke his DIN by requesting MCA. And also publish a notice that we have nothing to do with him and are not responsible for his actions.

Kindly assist on how to go about it.

 

Thanks



Learning

 5 Replies

SAM (LEGAL)     22 December 2023

Immediately remove him as a director from Registrar of Companies website by taking resignation letter as director from your company. Make all possible changes in your RoC and update it online. Prepare minutes of meeting wherein you other two/three directors have decided to remove his as a director from the company due to some reasons. Prepare board resoultion to the effect through company secreatry. Delete his name from AoA & MoA of the company. Issue Public notice that you have removed him as a director from the company due to his illegal works/unethical activities relating to financial fraud in two newspaper one english and one regional newspaper with more circulation. 

 

T. Kalaiselvan, Advocate (Advocate)     22 December 2023

Business partners can be removed from a company by looking at the standards and procedures in the partnership agreement

The removal of the partner should be executed according to the provisions provided by the Partnership agreement and articles of association. 

There must be a valid cause for removing a partner. Generally, such terms are determined by the partnership agreement. However, there are also standard legal situations that may require the addition or removal of partners.

 A few of the situations that may cause for the removal of a partner are:

  • Breach of financial data
  • Fraud
  • Negligence
  • Purposeful misconduct
  • Violation of the law
  • Bankruptcy or insolvency of general partner
  • Breach of confidential documents
  • Lack of funding operation deficits
  • Jeopardy of tax status or limited liability protection
  • Change in terms of the partnership agreement
  • Retirement or resignation of a partner
  • Changes in responsibilities of a partner
  • Inability to perform obligations, as defined in the LLP agreement
  • Necessity of appointing a professional in the particular field of operations of the LLP

 

Once a partner must be removed, there are additional specific steps to take for the removal to be legally valid. In general, notices required by the partnership agreement should be sent by certified or overnight mail to the defaulting party. The defaulting party is also to remain liable for its actions that occurred before the date of removal. In general, the partner will be released from liability for actions that occurred after the date of removal. Once a partner is removed, there may also be additional tax concerns to be addressed.

Particular events that could result in default must be sufficiently and specifically addressed in the partnership agreement.

Sanskriti Tiwari   22 December 2023

Removing a director from a private limited company involves following the procedures outlined in the Companies Act, 2013. If a director is engaged in illegal activities, the company can take steps to remove them. First, convene a board meeting and pass a resolution for their removal. The director should be given an opportunity to present their case.

Next, an extraordinary general meeting (EGM) must be held, where shareholders vote on the removal. Special notice is required for this purpose, and a majority vote is necessary to terminate the director's position. File necessary forms with the Ministry of Corporate Affairs (MCA) to report the change.

Regarding the Director Identification Number (DIN) revocation, the company can file a request with the MCA, outlining the reasons for the revocation. MCA might investigate and take necessary action.

Publishing a notice disclaiming association with the removed director can be done in newspapers and on the company's website.

Rohit Sharma   23 December 2023

The partner is untraceable. Can we send the notice to his given residence address. There are FIRs lodged in his name, so can we terminate his appointment on this ground. Please advise.

Dr. MPS RAMANI Ph.D.[Tech.] (Scientist/Engineer)     25 December 2023

Public or Private limited companies do not have partners. They will have only shareholders. A shareholder may or may not be a director.A director need not be a shareholder. As you have used the term partner, the particular director may be a shareholder.  A director can be removed from that position by the share-holders. The voting right for this purpose is proportional to the number of shares held by the person. If the recalcitrant director holds a majority of shares or he along with other shareholders favourable to him hold a majority of shares, it will be difficult to take action against him.The offences against him will have to be clearly brought out before a tribunal or court of law. Such events can adversely affect the business of the company.


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