Remove Director for Freelancers and Solo Entrepreneurs: Why It Matters
Many people believe the “Remove Director” process only applies to large companies or complex corporate structures. But if you're a freelancer, solo entrepreneur, or single-director OPC owner, understanding this legal step can be surprisingly relevant — and beneficial.
In this blog, we explore how the "Remove Director" provision under the Companies Act, 2013, applies to small business owners and why it matters to you.
👤 Who Is This For?
-
Freelancers who registered a Private Limited Company with a co-director
-
Solo entrepreneurs running an OPC (One Person Company) with a nominee director
-
Founders who added a director for funding or compliance, and now want to regain full control
⚙️ Why Would a Solo Entrepreneur Want to Remove a Director?
Even as a one-person business, you may have appointed another director:
-
As a compliance requirement
-
Due to investor pressure
-
To handle specific departments (legal, finance, tech)
However, over time, that person may no longer be actively contributing — or worse, may be obstructing your decision-making.
Common Reasons for Removal:
-
Loss of trust or conflict of the director is inactive or unresponsive
-
Wanting to regain full control of business decisions
-
Restructuring after funding or partnership changes
📜 Is Removal Possible in Small Companies?
Yes! Under Section 169 of the Companies Act, 2013, any director (except those appointed by the Tribunal or under proportional representation) can be removed by passing an ordinary resolution in a general meeting.
Even a freelancer with a private limited company or OPC can initiate this.
📌 Key Steps for Freelancers/Solos to Remove a Director
-
Issue a special notice of the resolution to remove the director.
-
Hold a board meeting to call an Extraordinary General Meeting (EGM).
-
Send notice to shareholders (even if you're the only one).
-
Pass an ordinary resolution in the EGM.
-
File DIR-12 and MGT-14 with the ROC.
Note: If the director resigns voluntarily, the process is much simpler — file DIR-11 (from director’s side) and DIR-12 (from company side).
🧾 Case Snapshot: Freelancer Who Removed a Co-Director
Situation:
Ritika, a freelance designer from Pune, formed a Pvt. Ltd. company with a friend as co-director. Two years later, the co-director moved abroad and became unresponsive. Ritika faced issues opening a bank account, filing returns, and securing clients due to signature delays.
Solution:
Ritika legally removed the director, regained sole control, and transitioned her company operations smoothly.
✅ Benefits for Freelancers and Solo Founders
| Benefit | Impact |
|---|---|
| 🔐 Full control of decisions | No need for approval or dual sign-offs |
| 🕐 Faster business operations | Banking, GST filing, and compliance become seamless |
| 📉 Reduced conflict risk | Avoid potential disagreements or future disputes |
| 📁 Cleaner compliance trail | Makes future audits and investor checks smoother |
✍️ Final Thoughts
Removing a director might sound like something only big companies deal with, but it's often more important for freelancers and solo entrepreneurs. If a passive or obstructive co-director is holding back your business, it's worth exploring this legal route.
A clean, focused leadership structure is vital — even in a one-person empire.