Remove Director

Who is a Director?

Directors are people responsible for managing the activities of a Company. They are also considered as trustees to a Company. As a Company is an artificial person, decisions are to be taken by a person carrying such responsibility. Directors form a board called the Board of Directors which collectively runs a company keeping in mind the interests of stakeholders

Minimum number of Directors in a Company

The Companies Act, 2013 specifies the number of persons that as a Director should present in the company

• A Public Company shall appoint minimum of 3 Directors

• A Private Company shall appoint minimum of 2 Directors

• For One Person Company, minimum number of Directors required is 1

Vacation of Office of Director under section 167

Under certain circumstances the Director's office shall become vacant. They are

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• If the Director receives disqualification specified under Companies Act, 2013

• If he remains absent from all the Board Meetings held in a period of 12 months without making an intimation to BOD

• He is convicted for any offense by the court for a period not less than 6 months

Process of Removal /Retirement of a Director

A Director's term of office can end by removal by the Company and by resignation.
 

• In case of removal of a Director, special notice is to be given to the Director 14 days before the Board Meeting is held

• In case of resignation, written letter is to be submitted by the Director

• In both the cases DIR-12 is to filed by the Company specifying details of removal or resignation

• DIR-11 is to be filed with Registrar of Companies within 30 days of retirement

Liabilities of a Director

As a Director plays a very important role in a Company, there are many liabilities and responsibilities towards the Company and its shareholders. A Director is not personally liable for activities of a company but in certain cases he can be held liable.

• Fraudulent activities by the Director

• Misstatements in the prospectus of the company where director had fair knowledge

• Non payment of Debts and taxes

Therefore Director is a position that holds power in management of the company. If there is any fraud happening the Director shall be liable for such acts

Director Resignation or Removal — Current Compliance Approach

Director cessation should be reflected consistently in the company’s approvals, statutory records and MCA filings. We help coordinate the process from documentation through filing.

How we handle it

1. Review the director’s status, resignation/removal circumstances and company records.
2. Identify the applicable approval and documentation route.
3. Prepare resignation/removal documents and corporate resolutions as applicable.
4. Prepare and submit the applicable MCA forms and attachments.
5. Review the updated statutory record and maintain the compliance trail.

2026 compliance note

Requirements, forms, fees and filing procedures can change through MCA notifications, circulars and portal updates. We verify the applicable route and current portal requirements for the relevant facts and period before filing.

What you should keep ready

• Entity master data
• Director/partner details where applicable
• DSC/DIN/LLPIN/CIN information where applicable
• Corporate approvals and supporting documents
• Registered-office, financial or agreement records where relevant