A company leadership contributes significantly to governance and decision-making. However, there can be situations when a director becomes dormant, non-conforming, or acts against the company interest. Under these circumstances, removal of director becomes inevitable.

According to the Companies Act, 2013, removal of director procedure shall adhere to certain legal principles so that it shall be a valid procedure. 

Reasons to Remove Director from Company

Some of the typical reasons for commencing the process of removal of director:

• Inactivity or extended absence from board meetings

• Breach of fiduciary responsibilities

• Misconduct or default

• Disqualification under Section 164

• Shareholder decision or management reorganization

Whichever is the type of private limited company, LLP, or public limited company, you need to follow proper procedures when you wish to remove director from company legally.

Steps to Remove Director in India

The process of removing director usually proceeds as follows:

Issue Notice to Director

• A written notice of director removal must be delivered, giving the director an opportunity to make a response.

Hold Board Meeting

• Resolution for removal passed in a board

• A general meeting is convened, if necessary, according to the company's articles

Pass Shareholder Resolution

• Special resolution passed at EGM or AGM

• The director involved has a right to be heard

File Form DIR-12

• File the removal of director form (DIR-12) with the ROC within 30 days from the date of passing the resolution.

Removal of Director Under Companies Act, 2013

Section 169 of the Companies Act, 2013 deals with the removal of a director prior to the termination of their tenure. This provision is applicable to all directors except those appointed by the Tribunal or on a proportional representation basis.

Documents Required for Removal of Director

To facilitate a removal of director, the following documents are usually needed:

• Copy of board resolution

• Shareholder resolution (if required)

• Director's letter of resignation (if voluntary)

• Consent and attendance sheets of meetings

• Identity proof of resigning director

• Digital Signature Certificate (DSC) of authorized signatory

Removal of Director Eligibility

A company may initiate director removal subject to:

• The director is not appointed by the National Company Law Tribunal

• Due process of law is observed

• No contractual protection prohibits removal

• The Articles of Association of the company permit it

Removal of Director Fees & Cost

Removal of director fees involves:

• Government filing fees for DIR-12

• DSC renewal (if necessary)

• Professional charges (consultation & drafting)

The overall removal of director cost varies between ₹1,000 and ₹5,000 based on complexity and type of company.

Director Removal Resolution Format

Sample resolution:

"Resolved that under the provisions of Section 169 of the Companies Act, 2013, Mr./Ms. [Director's Name] is and is hereby removed as a Director of the Company with effect from [Date]."

How AuditFiling Facilitates Director Removal

Here's how AuditFiling ensures a hassle-free director removal that conforms to regulations:

• Legal Consultation – Evaluate eligibility and prepare personalized resolutions

• Documentation & Notices – We take care of all the legal documents, from notices to resolutions

• Board & Shareholder Advice – Assistance with convening and running board/EGM meetings

• ROC Filing (DIR-12) – Complete online assistance for filing the forms and obtaining approval

• Advisory on Replacement – Assistance in performing replacements, if required

• Quick Turnaround & Compliance Check – We ensure error-free and swift compliance

Whether you are scheduling a board-level restructure or need to resign an underperforming director, AuditFiling guarantees a compliant and timely process.

Need to Remove a Director from Your Company?

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