Here's a detailed guide to the process:
Check Articles of Association (AOA): Review the company's Articles of Association to
understand any specific provisions regarding the removal of directors.
Convene Board Meeting: Convene a meeting of the Board of Directors to
propose the removal of the director. Prepare and circulate the agenda along
with necessary documents to the board members in advance of the meeting.
Provide Notice to Director: Provide written notice to the director proposed for
removal, informing them of the intention to consider their removal at the upcoming
board meeting. Ensure compliance with the notice period as specified in the
company's AOA or applicable regulations.
Hold Board Meeting: During the board meeting, discuss the reasons for the
proposed removal of the director. Pass a resolution for the removal of the
director by a simple majority vote of the directors present and voting. Ensure
compliance with quorum requirements as per the company's AOA or applicable
regulations.
Serve Notice of Removal: Provide written notice of the board's resolution for
the removal of the director to the concerned director within 30 days of the resolution.
The notice should specify the date of the board meeting, the resolution for
removal, and the effective date of removal.
File Form DIR-12: Within 30 days of the resolution for removal, file
Form DIR-12 with the Registrar of Companies (RoC) to intimate them about the
removal of the director. Attach the necessary documents, including the board
resolution for removal and the notice served to the director. Pay the prescribed
filing fee.
Update Register of Directors: Update the Register of Directors maintained by the
company to reflect the removal of the director. Ensure compliance with the requirements
of Section 170 of the Companies Act, 2013, regarding maintenance of registers.
Update Other Records: Update other relevant records and documents, including the Memorandum of Association, Share Certificates, and any agreements or contracts, to reflect the removal of the director.
Compliance with Disclosure Requirements: Ensure compliance with any additional disclosure
requirements applicable to the removal of directors, such as those related to
related party transactions or conflict of interest.
By following these steps and adhering to the requirements of the Companies Act, 2013, a company can successfully remove a director. It's essential to maintain proper documentation and ensure timely compliance with all legal and regulatory obligations.
Browse practical answers curated by our CA and CS desks for REMOVAL OF DIRECTOR.
It is a legal process under Section 169 of the Companies Act, 2013, where a company formally removes a director from the Board before the end of their tenure through a shareholder resolution.
The shareholders of a company can remove a director by passing an ordinary resolution at a general meeting, after giving proper notice and the director a chance to respond.
Yes. As long as due process is followed — including giving special notice, allowing the director to make a representation, and passing the resolution — the company can remove a director without their consent.
Removal is necessary when a director is inactive, absent from meetings, disqualified under Section 164, or involved in misconduct or conflicts of interest.
1.What documents are required for the removal process?
Form DIR-12 is filed with
the Registrar of Companies (ROC) to
officially record the change or removal of a director in the company’s records. Typically, the process
takes 7–15 working days, depending
on meeting schedules and form approval timelines.
BizPriest handles the process end-to-end — drafting notices, resolutions, and filings, conducting compliance checks, and ensuring all steps are legally sound.
We
combine legal expertise, professional documentation, and timely filing to help
companies maintain governance compliance without operational delays.
Yes. We assist in both routine and urgent removals, ensuring confidentiality, correctness, and compliance throughout the process.
Simply reach out via our website, share your company details, and our compliance team will connect with you to initiate the process immediately.
Misconduct, non-participation, conflict of interest, breach of duties, or company decisions.
Yes. If a director misses all board meetings for 12 months, they may be removed.
Yes, but they will continue to be a shareholder unless shares are transferred.
Yes, through the same resolutions required for regular directors.
Your BizPriest account personalises pricing, documentation timelines, and deployment squads for every mandate.
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