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The company has the authority to remove a director before the expiry of his/her term by passing a special resolution, as per the Companies Act, 2013 except the director appointed by the central government or tribunal.
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Remove a Director

An Overview - Removal of Director

According to the Companies Act, 2013, shareholders have the right to remove a director from the company prior to the expiration of his term, except for appointments by the Central Government. Removal requires filing with the MCA; Roc carefully scrutinises each removal.

A company may remove a director, who is not a director appointed by the Tribunal under section 242, by ordinary resolution prior to the expiration of his term of office, after giving him a reasonable opportunity to be heard.

The vacancy formed by such director's removal shall be filled at the meeting at which he is removed by appointment of another director in his place, provided that a special notice of such appointment has been made.

Documents required for Removal of Director

Documents Required for Director Removal are:

  • Photograph: A passport-size photograph of the designated Director
  • PAN Card: The Director self-attested PAN card
  • Aadhar Card/Voter ID/Passport/Driving License as Proof of Residency
  • DSC of the current Director and the Director to be eliminated/removed
  • A valid form of identification, such as a passport, an election card, a driver's licence, or an Aadhar card
  • The Director's mobile phone number and personal and official email addresses
  • If the Director is a non-resident of India, it is mandatory to have all documents apostilled
  • Resignation notice filed with the company
  • Documentation of dispatch
  • Receipt of form, if received

When can Removal of Director take place?

Removal of directors can take place:-

  • If he/she is found to be in violation of any of the disqualifications specified in section 164 of the Companies Act, 2013.
  • If he/she is absent from a Board meeting for a period of more than 12 months.
  • If a director violates section 184 by entering into a contract or arrangement, the director is convicted and may be sentenced to a minimum of six months in prison.

A detailed process to remove a director from the company

The following procedure is followed to remove a director:-

  • Prepare a notice of the board meeting, as well as draft resolutions to be voted on at the meeting.
  • The company should notify the concerned director of his upcoming removal.
  • Notification of the Board meeting, along with the agenda, to all of the company's directors.
  • Call a meeting of the board of directors and adopt a resolution authorising the removal of the offending director, as well as send notice of the general meeting to the company's members.
  • Notification of the general meeting to all members at least 14 days prior to the date of the general meeting, as well as a special notice with the intention of removing a director by the specified number of members of the company, must be passed at least 14 days prior to the meeting at which it is to be moved, excluding the day on which the notice is served and the day of the meeting.
  • Any special notice required to be given to the company shall be signed, either individually or collectively, by such number of members possessing not less than one percent of total voting power or possessing shares worth not less than five lakh rupees on the date of the notice.
  • Convening a General Meeting, which will allow the removing director to be heard and speak. Ordinary resolutions may be adopted if they appear to be just and equitable.
  • Preparation of documents for the director's removal and notification of affected departments.

FAQs on Removal of Director

A director can be removed if he is absent for 12 months from the three consecutive directors’ board meetings, even after giving a proper notice. He can also be removed from directorship if disqualified by court or by self-resignation.
The company has the authority to remove a director before the expiry of his/her term by passing a special resolution, as per the Companies Act, 2013 except the director appointed by the central government or tribunal.
Both, By filing DIR-12 by the company and by the concerned director as well by filing DIR-11.
Yes after providing an opportunity of being heard, a company can remove the director without his consent, if he/she is disqualified under the Companies Act, 2013 or his action are not in the interest of the company and its shareholders.

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