Remove a Director from Your Company: Resignation, Removal and the DIR-12 Filing
You can remove a director in India in two ways: the director resigns in writing under Section 168 of the Companies Act, 2013, or the shareholders vote the person out under Section 169. Either way, the company must file Form DIR-12 with the Registrar of Companies within 30 days. The route you take depends on who wants the exit, and picking the wrong one is how a clean separation turns into a defective filing.
Legal Basis
Sections 168 and 169
Key Takeaways
A board cannot remove a director on its own. Only shareholders can, by ordinary resolution at a general meeting, after special notice.
A director who wants out simply gives written notice. The resignation takes effect on the later of the date the company receives it and any later date written in it.
The company files DIR-12 in both cases. The resigning director may also file DIR-11 with the Registrar.
Check that the board still has the minimum number of directors, and a resident director, once the person leaves.
Leaving does not wipe out liability for what happened during the person's term.
Three Ways a Director Leaves
Before you draft anything, identify which of these fits:
|
Resignation |
Removal |
Vacation of Office |
| Law |
Section 168 |
Section 169 |
Section 167 |
| Who starts it |
The director |
Members of the company |
Happens by operation of law |
| Resolution needed |
Board takes note; board resolution is standard practice |
Ordinary resolution at a general meeting |
Board records the fact |
| Special notice |
No |
Yes, under Section 115 |
No |
| Effective from |
Later of receipt of notice and the date in it |
Date the resolution is passed |
Date the ground arises |
| Company's form |
DIR-12 |
DIR-12 |
DIR-12 |
Vacation of office covers situations such as a director who stays absent from every board meeting for twelve months, or who becomes disqualified. Nobody votes on it, but the company still reports it. If you are not sure whether a case is removal or vacation, ask before acting, because the paperwork differs.
Five Checks Before Anyone Signs
Run through these before the resignation is accepted or a meeting is called:
Minimum board size
A private company needs at least two directors and a one-person company needs one. If the exit drops you below the minimum, appoint a replacement first or at the same time. Our
add director process covers that side.
Resident director
At least one director must have stayed in India for 182 days or more in the relevant year. The Act originally measured this on the previous calendar year, and the Companies (Amendment) Act, 2017 is reported to have moved it to the financial year, so confirm the current wording on India Code.
Shareholders' agreement and articles
Investor or founder agreements sometimes give a person a nominee seat or require consent to a removal. Read them before calling a meeting.
Roles and signing powers
Note any bank mandates, statutory signatory roles, or key managerial positions the person holds.
Pending liabilities
An exit does not end responsibility for acts during the term, so settle open matters on paper.
Route 1: Resignation Under Section 168
This is the cleaner route and the one most companies need.
1
Receive the Resignation Letter
The director gives written notice to the company, stating the date from which the exit applies, if later than receipt.
2
Fix the Effective Date
Take the later of the date the company received the letter and any future date the director wrote. A letter dated 30 April but received on 15 May takes effect on 15 May. A letter received on 15 May that says 31 May takes effect on 31 May.
3
Hold the Board Meeting
The board notes the resignation, records the effective date, and, where needed, appoints a replacement. A board resolution is the normal way to put this on record.
4
File DIR-12
The company files within 30 days of receiving the notice, attaching the resignation letter and the board resolution. Count conservatively from the day the letter arrived.
5
Update the Website
If the company has a website, post the information about the resignation there.
6
Director's Optional DIR-11
The director may send the Registrar a copy of the resignation along with the reasons, within 30 days. It is a safeguard for the person leaving, and it does not replace the company's DIR-12. Check the current fee on the MCA portal.
The Act sets no minimum notice period, so a director can leave immediately by saying so. Many companies still ask for a short handover period in the director's service terms, and that sits outside the Act.
Route 2: Removal Under Section 169
Use this route when the director will not go quietly. It is slower and has stricter procedure, and a defect gives the person grounds to challenge the removal.
1
Special Notice
Members holding at least 1% of the voting power, or shares with at least ₹5 lakh paid up, give the company special notice of their intention to move the resolution. It must reach the company at least 14 clear days before the meeting, and not more than three months before it.
2
Send the Director a Copy
The company informs the director immediately. The director has the right to make a written representation, and the company must circulate it to members or, if it arrives too late, the director can ask for it to be read at the meeting.
3
Board Calls the Meeting
The board fixes the date and issues notice to all members, with at least 21 clear days' notice unless members holding the required majority consent to shorter notice. The notice carries the resolution and an explanatory statement.
4
Give a Hearing
The director must have a reasonable opportunity to be heard, which in practice means attending and speaking at the meeting.
5
Pass the Resolution
An ordinary resolution, meaning more than half the votes cast, removes the director. The removal takes effect from the date of the resolution.
6
File DIR-12
File DIR-12 within 30 days of the date of the resolution.
Some Limits Apply
Section 169 does not reach a director appointed by the Tribunal under Section 242.
An independent director's removal follows additional rules, and a listed company needs a special resolution. Check before you act.
A removed director cannot be reappointed by the board.
If you also want to appoint a replacement at the same meeting, the special notice has to cover that appointment too.
Filing DIR-12 for the Exit
DIR-12 is the company's notice to the Registrar, filed under Section 170(2) of the Act with Rules 15 and 17 of the Companies (Appointment and Qualification of Directors) Rules, 2014. An authorised officer signs it digitally and a practising professional certifies it where the form requires. What you attach depends on the route:
| Route |
Attachments |
| Resignation |
Resignation letter, board resolution, and a copy of the director's DIR-11 if one was filed |
| Removal |
Special notice, notice of the meeting, explanatory statement, the director's representation if any, and the shareholders' resolution |
The fee follows the company's nominal share capital and runs from ₹200 to ₹600. A company without share capital pays a flat ₹200. The filing is complete only when the portal shows it as filed, so keep the SRN and acknowledgement.
Documents Required to Remove a Director in a Private Limited Company
Keep these ready before you start:
Director's resignation letter (Route 1) or special notice from members (Route 2)
Notice, agenda, and minutes of the board meeting or general meeting
Board resolution noting resignation, or shareholders' resolution removing the director
Explanatory statement and proof of notice to the director (Route 2)
Director's written representation, if made
Company's articles and current list of directors
Updated register of directors entry
Late Fees and Penalties
DIR-12 filed after 30 days carries an additional fee that is a multiple of the normal fee:
| Delay |
Additional Fee |
| Up to 30 days | 2× normal fee |
| Up to 60 days | 4× normal fee |
| Up to 90 days | 6× normal fee |
| Up to 180 days | 10× normal fee |
| Beyond 180 days | 12× normal fee |
Example: A company with a normal fee of ₹400 that files 100 days late pays 10 × ₹400 = ₹4,000 extra. Some pages quote ₹100 per day, but the fee rules use multiples.
A separate penalty under Section 172 can be imposed on the company and its officers for the default, and the amounts are set in the Act, so read the current text on
India Code.
The company-compliance relief scheme (CCFS-2026) that opened on 15 April 2026, and was later extended to 31 August 2026, has closed, so late filings now pay in full.
A Worked Timeline
Take a director who emails a resignation on 10 November 2026, received by the company the same day, with no later date mentioned:
| Day |
Event |
| 10 November | Company receives notice; resignation takes effect |
| By 17 November | Board meeting: note resignation, consider replacement |
| By 25 November | Prepare DIR-12 attachments; director files DIR-11 if wanted |
| 10 December | Last day to file DIR-12 without additional fee |
What Changes After the Director Leaves
Close out the loose ends so the record matches reality:
The DIN stays
A DIN belongs to the person for life, so the director keeps it and must keep it active.
Registers
Update the register of directors and record the cessation date.
Bank and statutory records
Change signatories, remove the person's authority, and update any filings where the individual is named.
Liability
The person remains answerable for acts and defaults during the term.
Vacancy
The board can fill a casual vacancy if the articles allow it. If the exit leaves the board short, do not wait.
Mistakes That Go Wrong Most Often
Avoid these five common errors:
Trying to remove a director through a board resolution alone.
Skipping the 14-day special notice, which makes the removal procedurally defective.
Counting the 30 days from the filing preparation date and not from receipt of the notice or the resolution.
Letting the board fall below the minimum or lose its only resident director.
Treating DIR-11 as the company's filing. It is the director's, and the company still files DIR-12.
If you run an LLP and a partner is leaving, the form is
LLP Form 4, not DIR-12.
How LegalDev India Handles a Director Exit
Five steps from your first message to the closing record:
1
Tell Us How the Exit Is Happening
You share the articles and any shareholders' agreement.
2
Route and Board Check
Our CA and legal team picks the route and checks board size and the resident-director rule.
3
Draft the Papers
We draft the resolution, notices, and explanatory statement, and manage the meeting papers.
4
File and Update
We file DIR-12, pay the fee, and update your registers.
5
Closing Record
You receive the acknowledgement and a closing record for your minute book.
Our team brings over ten years of hands-on work in Indian corporate compliance, MCA filings, LLP incorporation, and tax audit support for startups and SMEs. See our wider ROC compliance service for the other yearly filings.
Pricing
Our service fees are listed below. Government fees and any additional late fee are paid at actuals.
| Service |
Includes |
Price |
| Resignation filing |
Board resolution, DIR-12, register update |
₹ [INSERT PRICE] |
| Removal under Section 169 |
Special notice, meeting papers, DIR-12 |
₹ [INSERT PRICE] |
| Resignation plus replacement |
Exit and new appointment in one file |
₹ [INSERT PRICE] |
| Late DIR-12 recovery |
Quoted after review of dates |
Quote on request |
See the pricing page.
Frequently Asked Questions
Got questions? Find clear answers from our compliance team:
Either the director resigns in writing under Section 168, or shareholders remove the person under Section 169. The company then files DIR-12 within 30 days.
No. Removal needs an ordinary resolution of the shareholders at a general meeting after special notice.
On the later of the date the company receives the notice and the date stated in the notice.
No. It is the resigning director's optional filing. The company's DIR-12 is the mandatory one.
30 days, counted from receipt of the resignation notice or from the date of the removal resolution.
₹200 to ₹600 depending on share capital, with a flat ₹200 for companies without share capital.
2× the normal fee up to 30 days late, rising to 12× beyond 180 days.
Special notice of at least 14 clear days before the meeting, and 21 clear days' notice of the meeting itself unless shorter notice is validly agreed.
Yes. Section 169 requires a reasonable opportunity to be heard.
No. The DIN stays with the person.
It must keep the legal minimum. Appoint a replacement before or at the time of the exit.