Every private company must have a minimum of two directors. A public company must have a minimum of three directors. A company can remove a director

  • If he or she is found guilty of any disqualifications specified under the Act
  • He or she absents himself or herself from company board meetings over 12 months
  • He or she enters into contracts or arrangements against the provisions of section 184
  • He or she is disqualified by an order of a court or tribunal
  • He or she is convicted by a court of any offense, and sentenced to imprisonment for not less than six months.

The removal of a director from a company becomes necessary, if he or she has not abided by the terms and protocols mentioned in the Companies Act, 2013, or they have resigned voluntarily from their position.



  • A notice is sent to all the shareholders for a board meeting. This board meeting must be conducted within a period of seven days from date of notice being issued
  • A resolution is passed to have a general meeting for the removal of the said director. This is subject to the approval of the shareholders on the day of the meeting
  • After giving a 21-day notice, a second meeting of shareholders is held to vote on the resolution passed in the previous meeting. Here it’s decided whether to move forward or not
  • The director who’s being removed by the shareholders is given an opportunity to address his or her removal
  • The shareholders must file Form DIR-11 and Form DIR-12, along with the attachments of the Board Resolution and the ordinary resolution
  • Once all the formalities are complete, the name of the concerned director is removed from the Ministry of Corporate Affairs (MCA) database, and its website


A director of the company, for whatever reason, may choose to resign from the post he or she holds. The company must then follow the below-mentioned steps, to complete the process of removal of the said director.

  • The company will have to provide seven days’ notice to hold a board meeting. This notice period excludes the day on which the notice is sent and received
  • In the board meeting, the board members must decide whether to accept the resignation submitted by the director or not. The board members will hear from the concerned director before reaching a decision
  • Once the boards accept the resignation of the director, a Board resolution on accepting the resignation is passed in the following format. This resolution states “Resolved that the resignation of the (Director) is hereby accepted with an immediate effect”. It also states “Further Resolved that the Board places on record its appreciation for the help and guidance provided by Mr./Ms. (Director) during his/her tenure as Director of the Company”. It also states “Resolved further that the directors of the company are hereby jointly authorized to do all the acts, deeds, and things, which are essential to the resignation of the said person from the directorship of the Company”
  • After the resolution is passed, form DIR-11 has to be filed by the concerned director. Along with Form DIR-11, the Board Resolution, proof of delivery of the resignation letter and copy of the resignation letter will be attached
  • The company has to file Form DIR-12 with the Registrar of Companies (ROC) along with the Resignation letter and the Board Resolution.
  • When all the forms are filled and the formalities for removal of the director are done, the name of the Director who’s resigned, will be removed from the master data of the company in the Ministry of Company Affairs (MCA) website.


  • If a director remains absent for 3 consecutive board meetings in a year
  • The duration is calculated from the day on which he or she was not available for the first meeting to any of the meetings held after, even after the company had sent him or her due notice for all these meetings. It will then be considered that he or she has abandoned the office. Subsequently, necessary steps will then be taken as per section 167 of the Companies Act, 2013 for his or her removal from the directorship of the company
  • A Form (DIR-12) must be filed on the missing director’s name.
  • Upon completion of all formalities, the concerned director’s name will be removed from the database of the Ministry of Corporate Affairs (MCA).


Within 30 days from the date of resignation, if the company fails to or doesn’t file the form DIR-12, then the following penalty is applicable:

  • One-time payment of actual Government fees upto 15 days
  • If the duration exceeds 15 days, twice the actual government fee must be paid by the company
  • A penalty of 4 times the actual government fee is applicable, if the period exceeds 30 days to 60 days
  • If the duration exceeds 180 days, 10 times the actual government fee will be applicable as penalty
  • If the company fails to file the form DIR -12 within 300 days from the date of passing the resolution, then must pay 12 times the actual government fee as penalty. The company will also be booked for the resulting offense as well.


This section of the Companies Act 2013 deals with Board resolutions that require special notice. A special notice is required for the removal of a director by shareholders, before the expiry of the tenure of his or office. The notice specifies that the intention to pass such a resolution can only be given to the company, by shareholders, who hold not less than 1% of the total voting power, or those shareholders who hold shares, not exceeding INR 500000 in aggregate. They have to follow the below mentioned procedure:

  1. The special notice must be signed individually or collectively by such members or shareholders
  2. This notice must be sent to the company at least 14 days before the Board meeting. The notice period must exclude the day on which the notice was sent and received
  3. The company must give notice of the resolution to its members 7 days before the board meeting
  4. Whenever it’s not possible to serve the notice in the manner prescribed, the notice will be published at least 7 days before the meeting, in a newspaper in the State, where the company’s registered office is based. This notice can also be posted on the company website
  5. The company must intimate the concerned director about the procedure initiated for his or her removal
  6. The said director reserves the right of being heard on the resolution that will be passed in the meeting. He or she is can also submit a written statement against the removal resolution to the company
  7. The resolution must be filed with the ROC in the MGT-14 e-Form, within thirty days of its passing