Section 264 of the Companies Act, 2013
Section 264 of the Companies Act, 2013 deals with the vacation of office by a director.
📘 Section 264 – Vacation of Office of Director
✅ Key Provisions:
A director shall vacate his office if:
Disqualification under Section 164:
The director becomes disqualified due to reasons like:
Unsound mind,
Undischarged insolvency,
Not paying calls on shares,
Conviction for offences involving moral turpitude, etc.
Absence from Board Meetings:
The director fails to attend all Board meetings for a continuous period of 3 months, without obtaining leave of absence from the Board.
Resignation:
The director resigns by giving a written notice to the company.
Other grounds as prescribed:
Any other grounds as per the Articles of Association or law.
🔄 Effect of Vacation:
The office of the director shall be vacated from the date the event causing vacation occurs.
The company must inform the Registrar of Companies (RoC) about the vacation by filing the appropriate form (e.g., DIR-12).
📌 Example:
If a director in XYZ Ltd. does not attend any Board meeting for 3 months without leave, their office shall be vacated automatically under this section.
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