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Beginner's Guide to Remove Director Filing in India

Beginner's Guide to Remove Director Filing in India

In India, the removal of a director from a company can be due to various reasons—resignation, disqualification, misconduct, or simply restructuring of management. Whether you're a startup founder, a business owner, or a company secretary, understanding the process is essential to maintain legal compliance and organizational efficiency.

This beginner-friendly guide walks you through the key steps, documents, and compliance requirements for removing a director under the Companies Act, 2013.

📌 What Does “Removing a Director” Mean?

Removing a director refers to officially and legally terminating their position from the Board of Directors of a company. The reasons may include:

  • Resignation by the director

  • Disqualification under Section 164

  • Non-attendance at board meetings

  • Board/shareholder decision

  • Court/tribunal orders

🧾 Legal Provisions: Companies Act, 2013

The removal of directors is governed by:

  • Section 168: Director resignation

  • Section 169: Removal by shareholders

  • Rule 15 & 16: Companies (Appointment and Qualification of Directors) Rules, 2014

📋 Methods to Remove a Director

1. Resignation by the Director

  • The director sends a resignation letter to the company.

  • The company files Form DIR-12 with the ROC within 30 days.

  • The board acknowledges and records the resignation.

2. Removal by Shareholders

  • A special notice is issued.

  • Conduct a general meeting.

  • Pass an ordinary resolution.

  • File Form MGT-14 and DIR-12.

3. Automatic Disqualification

  • Non-compliance with legal provisions, like non-filing of returns. The company must file DIR-12 after passing a resolution.

4. Non-attendance in Board Meetings

  • If a director doesn’t attend board meetings for 12 months, they're considered vacated.

  • No special resolution needed.

📁 Required Documents

  • Resignation letter (if applicable)

  • Board resolution or shareholders' resolution

  • Form DIR-12

  • Form MGT-14 (if removal by shareholders)

  • Proof of identity of the director

  • Meeting minutes

⏱️ Timeline for Filing

  • Form DIR-12: Within 30 days of resignation/removal.

  • Form MGT-14: Within 30 days of the resolution (if applicable).

💻 Online Procedure

  1. Log in to the MCA Portal.

  2. Prepare and digitally sign DIR-12.

  3. Attach supporting documents.

  4. Pay the government fee.

  5. Track status and download acknowledgment.

✅ Tips for Easy Compliance

  • Always obtain a written resignation.

  • Ensure all statutory filings are made on time.

  • Maintain proper board minutes and records.

  • Use professional help for complex removal cases.

⚠️ Common Mistakes to Avoid

  • Missing the DIR-12 filing deadline

  • Not holding the correct type of meeting

  • Ignoring the need for shareholder approval

  • Forgetting to update internal records

🧑‍💼 Final Thoughts

Removing a director is a sensitive yet essential legal process for any company. Whether it’s a peaceful resignation or a necessary removal, ensure that all procedural requirements are met to avoid penalties or legal complications. Always consult with a legal or compliance expert if you're unsure.