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Removal of Director

at Just


Expected To Be Complete* : 10 Jul 2024

Including Govt Fees for DIR-11 or DIR-12.

Documents Required For Director Removal

  •  DSC 
  •  PAN of Director
  •  Email ID
  •  Phone No.
  • Aadhar

Deliverable Under Director Removal

Updated Master data of company

Process of Director Removal

Step 1: Collection of Documents

Step 2: Preparation of documents (Board resolution, Resignation letter and acceptance of resignation)

Step 3: Online filing of Form DIR 12

Time Taken

2 days post submission of documents


Removal of Director Documents

Companies are constructed with a group of directors. They help to manage, regulate and administer the affairs of the company according to MOA and AOA. A company has the right to appoint a new director and also to remove an existing director if he goes against the rules.
In this context, let’s see about directors how they can be removed, on what basis a company can remove the director, the process for the removal, and related

consequences, and some exceptions for the removal of director from the company.
A group of directors plays a very important role in operating a business. If a director can be appointed anytime in the running of the business, a director can also be removed

There are certain reasons to remove directors from the company such as,

  • If the directors are incurred any disqualifications according to the Companies Act 2013.
  • If they fail to attend board meetings for a duration of 12 months.
  • If any directors stand against section 183 of companies act 2013, by entering into agreements.
  • Courts disqualify the directors.
  • If they have committed any crime and are imprisoned for not less than 6 months.
  • If the directors would voluntarily resign the position
  • If the directors don’t follow the instructions provided in the Companies Act 2013.

So these are the reasons why a director can be removed

What is the procedure to be followed in order to removal a director from the company?

The process to remove the directors from the company is,

  1. When he voluntarily resigns the position.
  2. If he is willing to go out of the company then the company will circulate the notice about conducting board meetings by giving 7 days of prior notice.
  3. The board of directors and shareholders in the meeting decide whether to accept the Removal or not.
  4. After the board accepts the Removal, it will pass a resolution regarding the removal of the partner.
  5. After that, the resigned director must file Form DIR-11 with a board resolution copy and his Removal letter.
  6. Along with that, the company must file Form DIR-12 with the registrar of companies with a board resolution copy and a Removal letter.
  7. By filing DIR-12 along with prescribed fees with the registrar of companies, the outgoing director's name will be removed from the ministry of corporate affairs (MCA) list.

So this was about the process of voluntary Removal by the director

Why did the company Remove the director?

The company can remove the director anytime in the course of business bypassing an ordinary resolution.

  • The company will call for a board meeting within 7 days of notification regarding the removal of a director.
  • At that meeting, an extraordinary general meeting will be passed along with a resolution to be approved by the shareholders for the removal of a director will be passed.
  • By giving 21 days of notice, the general meeting will be held. In this meeting, they vote on whether to remove it or not. The removal of the director will be decided on the majority of votes.
  • A chance will be given to the director to be heard before passing the final resolution.
  • After passing the resolution, he should file the DIR-11 form and the company should file the DIR-12 form along with the copy of a resolution with ROC.
  • Then as usual the ministry of corporate affairs will remove the name of that director from the list.

This is how a director is removed by the company.

  • If the director skips 3 board meetings continuously.
  • According to Companies Act 2013, if a director does not attend his board meeting for 12 months, that is, from the first board meeting, even after giving notices it is understood that he has left the position and form DIR-12 will be formed by the company to the registry of corporate affairs and his name shall be deleted in the ministry of corporate affairs lists of directors.

So this is the procedure to be followed by the company in order to remove a director from its organization

What are the problems to be faced for not filing from DIR-12

The form DIR-12 must be filed within 30 days of the Removal of a director. If your company fails to do, you are invited to pay some penalties,

  • First 30 days to 60 days – twice the government fees.
  • From 60 days to 90 days – four times the government fees.
  • More than 90 days – 10 times the government fees.
  • In case it exceeds more than 180 days – 12 times the government fees along with compounding offense.

The punishable amount shall not be less than 50 thousand but may exceed 5 lakh rupees.

Exceptions to the Removal of Director?

Yes, there are some exceptions where company cannot remove the directors such as,

  • If the director is appointed by a court or tribunal the company does not have the authority to remove him.
  • When the company has itself availed the option of not appointing less than two-thirds of directors for the company, then the company cannot remove as per the Companies Act 2013.

So these are the exceptions for the removal of directors in a Company 

FAQs of Removal of Director

Removal of director refers to the process of terminating a director's service or position from a company's board of directors.
The power to remove a director is vested in the company's shareholders, who may exercise this power through a resolution passed at a general meeting or an extraordinary general meeting (EGM).
The procedure for removing a director will depend on the company's articles of association and the relevant provisions of company law. Generally, the process involves giving notice of the intention to remove the director, calling a meeting of the shareholders, and passing a resolution to remove the director by a specified majority.
Yes, a director who has been removed may challenge their removal if they believe that the procedure was not properly followed or that the grounds for removal were not valid. This may involve initiating legal proceedings or filing a claim with a relevant regulatory body.
Yes, a removed director may be reappointed if the shareholders pass a resolution to do so. However, the circumstances of the removal and any legal challenges may impact the director's eligibility for reappointment.

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