Removing a director has to follow the Companies Act step by step. Legal Startup reviews your Articles and agreements, prepares the special notice and general meeting documents, handles the hearing process and the resolution, and files Form DIR-12 with the Registrar of Companies within the 30-day limit.
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Removal of a director in India is done by the shareholders under Section 169 of the Companies Act, 2013. A member gives special notice, the director is given a reasonable opportunity of being heard, the shareholders pass an ordinary resolution at a general meeting, and the company files Form DIR-12 with the Registrar of Companies within 30 days.
Last updated: October 2026. Procedures, forms, fees and time limits can change, and each case depends on the company's Articles and agreements, so we confirm the current position before acting.
A director is appointed by the shareholders or the Board and holds office for a term. If the company wants the director to leave before that term ends and the director does not agree to resign, the shareholders can remove the director under Section 169. The Board has no power to remove a director, however the Board is composed.
The process is formal because the director's rights are involved. A member gives special notice of the resolution, the company circulates it, the director is told and can respond in writing and at the meeting, and the resolution is passed by a simple majority. The company then reports the change to the Registrar in Form DIR-12 within 30 days. Removal does not take away any compensation or damages the director may be entitled to for the termination of the appointment.
Removal is different from resignation under Section 168 and from automatic vacation of office on disqualification under Sections 164 and 167. The company must also keep the minimum number of directors, two for a private company and three for a public company, and at least one director who has stayed in India for 182 days or more in the previous calendar year. For official forms, fees and filing, visit the Ministry of Corporate Affairs portal at mca.gov.in, the official website of the Government of India for company and LLP filings.
Important limits and requirements every company should know before removing a director.
The right steps depend on whether the director is removed, resigns or is disqualified.
The members want a director out before the term ends.
The director chooses to leave by giving notice.
The director's office falls vacant under the Act.
The director was appointed under an investor's rights.
A replacement is needed after the exit.
The director left, but the form was not filed in 30 days.
Not sure which situation applies to your company? Share the Articles and the facts, and our experts will review them free of charge.
Why companies follow Section 169 carefully and file on time.
A properly followed process is much harder to challenge later.
The Registrar's record shows who is actually on the Board.
Giving the director a fair hearing lowers the risk of claims of unfair treatment.
Bank signing powers and other authorities can be updated with a clear record.
The Board can continue with a clear composition and clear roles.
Filing Form DIR-12 within 30 days avoids additional fees and penalties.
Share documents and sign digitally from anywhere in India.
From the first review to the filed Form DIR-12, here is how removal of a director works.
Timelines depend on notice periods, meeting dates and Registry processing. Not to scale.
We check that Section 169 applies, read the Articles and any shareholders' agreement, and confirm that the Board will still meet the minimum and resident director requirements.
A qualifying member gives the company special notice of the intention to move the resolution at least 14 days before the meeting, as Section 115 requires.
The Board approves the notice and explanatory papers. The company gives notice of the resolution to the members at least 7 days before the meeting and sends a copy to the director.
The director may send written representations of reasonable length, which the company circulates to the members, and may speak at the meeting.
The members vote at the general meeting. We prepare the resolution and the minutes, and fill the vacancy at the same meeting if the required notice was given.
Form DIR-12 is filed on the MCA portal within 30 days, and we advise on updating the register of directors, bank mandates and other records.
Keep these ready to avoid delays. Our expert will confirm the exact list for your case.
The total cost depends on how contested the removal is, the number of members to be served, whether a replacement is appointed and whether the 30-day period has passed. It generally has three parts:
Paid to the MCA when filing Form DIR-12, and it can depend on the company's authorised capital. Additional fees apply for late filing. The schedule can change, so we confirm it before filing.
Our fee depends on the scope: a simple cessation filing, a full removal process or a contested case. Call free for a custom quote before you pay anything.
Appointment of a replacement director, digital signatures, and advocate fees if the removal is challenged are charged separately.
We share a clear, itemised quote before you begin – no hidden charges. Get your free quote →
Choose the situation that matches your company, or call free for a custom quote.
The director has resigned or ceased to hold office, and the filing is pending.
The members want to remove a director before the term ends.
The removal may be challenged, a nominee is involved, or DIR-12 is overdue.
Our professional fee is quoted after a free call. Government fee is separate; additional fees apply if Form DIR-12 is filed after 30 days. Not sure which option fits? Ask for a free review.
If a director's exit has to be handled formally, the Companies Act process must be followed.
Members who want to end a director's term through a vote.
Founders who have parted ways and need a clean Board record.
Directors who no longer take part or attend meetings.
Changes to nominee seats under shareholder agreements.
Resignations still need Form DIR-12 and record updates.
If a director left but the form was never filed, speak to us quickly about late filing.
A quick view of how the common routes differ. Ask us which one applies to your company.
| Route | When it applies | What is prepared or filed | Cost | Best for |
|---|---|---|---|---|
| Removal by shareholders | Director will not resign | Special notice, resolution and DIR-12 | Higher, with meeting steps | Contested exits |
| Resignation | Director chooses to leave | Resignation notice and DIR-12 | Lower | Agreed exits |
| Vacation of office | Disqualification or other statutory ground | Board record and DIR-12 | Lower | Automatic cessation |
| Late filing | More than 30 days since the change | Form DIR-12 with additional fee | Fee plus additional fee | Regularising a missed filing |
A careful process and complete records prevent most disputes.
Filing Form DIR-12 is one step. Here is how to bring the rest of your records in line.
Record the cessation in the register of directors and keep the notices, resolution and minutes safely.
Remove the director as signatory and update authorised persons on bank, GST and other registrations.
Appoint a replacement so the company keeps its minimum and resident directors.
Deal with any compensation, loans or shareholding of the former director under the agreed terms.
Running an LLP and need to replace a designated partner? See our add designated partner service.
Quick answers on removal of a director from a company in India.
Under Section 169 of the Companies Act, 2013, the shareholders can remove a director before the end of the term by an ordinary resolution passed at a general meeting, after special notice and after giving the director a reasonable opportunity of being heard.
No. The Board cannot remove a director under Section 169. Only the shareholders can do so by ordinary resolution, although a director's office can fall vacant automatically on disqualification or in other cases listed in the Act.
A member who wants to move the resolution must give the company notice of the intention at least 14 days before the meeting, as required by Section 115. The company then gives notice of the resolution to the members at least 7 days before the meeting.
Yes. The director concerned must receive a copy of the notice and can make written representations of reasonable length, which the company circulates to members, and can also speak at the meeting.
The company files Form DIR-12 with the Registrar of Companies within 30 days of the removal, along with the supporting documents. The registers of directors should also be updated.
No. Section 169 does not apply to a director appointed by the Tribunal under Section 242, and directors appointed by proportional representation under Section 163 are also treated differently.
Resignation is the director's own decision, made by notice to the company under Section 168, and the director may also file Form DIR-11. Removal is a decision of the shareholders against the director's wish, and it follows the special notice and hearing process.
A director who incurs a disqualification under Section 164, or falls under other grounds in Section 167 such as missing all board meetings for twelve months, vacates office. The company should record the cessation and file Form DIR-12 within 30 days.
A director who has been removed under Section 169 cannot be reappointed as a director by the Board. The shareholders can fill the vacancy at the same meeting if special notice of the intended appointment has been given.
Removal does not take away any compensation or damages that may be payable for the termination of the appointment. Shares held by the director are not affected by the removal, and any exit from shareholding is dealt with separately.
A nominee director can be removed under the Act like any other director, but the shareholders' agreement and Articles often give the nominating investor rights over the appointment and removal. These documents should be reviewed before any step is taken.
The special notice needs at least 14 days, and a general meeting normally needs 21 clear days of notice unless shorter notice is validly agreed. After the resolution is passed, Form DIR-12 is filed within 30 days, and Registry processing time varies.
The Registrar charges additional fees for the delay, and penalties may apply to the company and its officers. The form can still be filed late, so do not wait if the 30 days have passed.
Section 169 applies to companies only. In an LLP, a partner or designated partner ceases as the LLP Agreement provides, and the change is notified to the Registrar in Form 4 within 30 days, while keeping at least two designated partners.
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