Remove a Director or Director Resignation in India
Director resignation under section 168, removal by shareholders under section 169 or vacation of office under section 167. DIR 12 filed by the company and DIR 11 filed by the director within thirty days.
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How a Director Exits a Company Under Indian Law
A director can exit a company through resignation, removal by shareholders, automatic vacation of office on disqualification, or death. The Companies Act 2013 prescribes a different procedural path for each. Resignation under section 168 is initiated by the director and accepted by the board. Removal under section 169 is initiated by shareholders through special notice and an ordinary resolution. Automatic vacation under section 167 happens on the occurrence of prescribed events without any active step by the director or the company. Each path ends with form DIR 12 being filed by the company within thirty days, plus DIR 11 by the resigning director where applicable.
Modes of Director Exit Under the Companies Act 2013
| Mode | Process | Filing |
|---|---|---|
| Resignation (section 168) | Written resignation accepted by the board | DIR 12 by company; DIR 11 by director |
| Removal by shareholders (section 169) | Special notice plus ordinary resolution at general meeting | DIR 12 within 30 days of resolution |
| Disqualification (section 164) | Automatic on disqualification grounds | DIR 12 noting the vacation of office |
| Vacation of office (section 167) | Automatic on prescribed events (absence from meetings, conviction etc.) | DIR 12 noting vacation |
| Death | Confirmed by death certificate | DIR 12 with death certificate attached |
Documents Required for Removing a Director
Step by Step Process to Remove or Resign a Director
- Mode ConfirmationWe confirm the mode of exit: voluntary resignation, removal by shareholders, automatic vacation or disqualification. Each mode follows a different procedural path.
- Drafting Notices and ResolutionsFor resignation, we draft the acceptance of resignation at the board level. For removal, we draft the special notice, notice of general meeting, explanatory statement and ordinary resolution.
- Board Meeting or General MeetingFor resignation, the board meeting takes note of the resignation. For removal, a general meeting is convened with the prescribed twenty one day notice. The director sought to be removed has the right to be heard at the meeting.
- Filing DIR 12 With the ROCWithin thirty days of the event, DIR 12 is filed by the company. For removal under section 169, the form is accompanied by the certified copy of the resolution and minutes.
- Director Files DIR 11 (For Resignation)The resigning director files DIR 11 separately with the ROC, attaching the resignation letter. This creates an independent ROC record of the resignation date.
- Update Statutory RegistersThe register of directors is updated. Bank mandates, authorised signatory lists and other operational records are revised.
Frequently Asked Questions
How does a director resign from an Indian company?
The director submits a written resignation to the company under section 168 of the Companies Act 2013. The board takes note of the resignation at the next meeting. Form DIR 12 is filed by the company within thirty days, and form DIR 11 is filed by the resigning director within thirty days of resignation.
Can a director be removed by shareholders before the end of the term?
Yes, under section 169 of the Companies Act 2013. Shareholders can remove a director before the end of the term by passing an ordinary resolution at a general meeting after giving the director special notice. The director has the right to be heard at the meeting. Form DIR 12 is filed with the ROC within thirty days of the resolution.
What is the difference between DIR 11 and DIR 12 in director resignation?
DIR 11 is filed by the resigning director to intimate their own resignation to the ROC. DIR 12 is filed by the company to intimate the change in directors. Both forms reference the same event but are filed by different parties. DIR 11 is optional in some cases but recommended to protect the director from continuing statutory liability.
Does the resigning director have any continuing liability?
A resigning director continues to be liable for acts done during their tenure. Filing DIR 11 with the ROC creates a clear record of the resignation date, which protects the director against liability for any subsequent acts of the company. Liability for past acts continues to be governed by the Companies Act 2013 and other applicable laws.
Can the only director of an OPC resign?
An OPC must always have at least one director. If the sole director wishes to resign, a new director must be appointed before or simultaneously with the resignation. The OPC member must approve the new appointment through a written resolution since there is no AGM in an OPC.
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