Removing a director means officially ending a person’s position as a member of the company’s board. This can be done voluntarily or involuntarily following legal procedures.
Resignation by Director:
The director submits a resignation letter to the company.
Removal by Shareholders:
Shareholders can remove a director by passing an ordinary resolution in a general meeting (as per Section 169 of the Companies Act, 2013).
The director must be given a special notice (minimum 14 days before the meeting).
Disqualification:
Directors can be removed if disqualified under the Companies Act (e.g., non-filing of financial statements, insolvency).
| Step | Description |
|---|---|
| 1. Call General Meeting | Shareholders call a meeting with at least 21 days’ notice |
| 2. Pass Ordinary Resolution | Approve removal of the director by majority shareholders |
| 3. Director’s Representation | Director has the right to be heard at the meeting |
| 4. File Form DIR-12 with MCA | File DIR-12 to notify removal within 30 days |
| 5. Update Registers | Update the Register of Directors and Key Managerial Personnel |
Director’s resignation letter (if voluntary)
Copy of the ordinary resolution passed
Notice of General Meeting
Form DIR-12 for removal filing
Any representation letter by director (optional)
Ensure compliance with the Companies Act to avoid disputes.
Removal must be communicated to MCA timely to keep records updated.
Director continues to be responsible for acts done until removal is officially effective.
