Directors are at the heart of any company- they make strategic decisions, guide operations, and represent the business to the outside world. But sometimes, things don’t go as planned. A director may stop attending meetings, lose eligibility, face legal trouble, or even choose to step down. In such cases, shareholders, the real decision-makers, have the right to remove or replace a director under the Companies Act, 2013.
The law lays down a straightforward process to ensure that director removal is done fairly, transparently, and in compliance with regulations.
In this blog, we’ll explain why directors are removed, the legal provisions that apply, the compulsory requirements you need to follow, the detailed step-by-step procedure, the role of Form DIR-12, and the implications of removing a director.
Table of Contents
Reason for Director Removal
Under the Companies Act, 2013, a director may be removed for several reasons, such as:
- Disqualification under Section 164 (e.g., insolvency, unsound mind, etc.)
- Prolonged absence from board meetings for 12 consecutive months
- Violation of Section 184, which relates to disclosure of interest in contracts or arrangements
- Court or tribunal orders requiring removal
- Criminal conviction resulting in imprisonment for more than six months
- Regulatory non-compliance is impacting the company’s functioning
- Voluntary resignation by the director themselves
Relevant Provisions of the Companies Act, 2013 to Remove a Director
Several provisions govern the process of removing a director:
- Section 169: Grants shareholders the right to remove a director by passing an ordinary resolution.
- Section 115: Relates to giving special notice for such resolutions.
- Section 163: Provides rules for proportional representation in the Board of Directors (if applicable).
- Rule 23 of the Companies (Management and Administration) Rules, 2014: Specifies the procedure for filing and notices.
Related Read: Independent Directors: Appointment, Roles And Duties
Compulsory Criteria for Director Removal
The removal of a director requires strict adherence to specific legal criteria:
- Special Notice: A special notice of the resolution must be given to the company.
- Opportunity of Representation: The concerned director must be allowed to present their case before removal.
- Restriction on Reappointment: The board cannot reappoint the director once removed.
Procedure for Director Removal
The removal process depends on the circumstances:
1. Voluntary Resignation by the Director
- The director submits a resignation letter.
- The company accepts and records it in the minutes of the meeting.
- Form DIR-11 (by the director) and Form DIR-12 (by the company) are filed with the ROC.
2. Absence from Board Meetings for 12 Months
- As per Section 167(1)(b), the office becomes vacant if a director fails to attend any board meetings for 12 months.
- The company files Form DIR-12 to update the ROC.
3. Removal Initiated by Shareholders
- Board Meeting: The Board convenes a meeting to approve the notice of removal.
- Extraordinary General Meeting (EGM): Shareholders pass an ordinary resolution for removal.
- Right to Representation: The director is allowed to defend their case before voting.
- Filing with ROC: The company files Form DIR-12 within 30 days of the resolution.
Once the ROC updates the records, the director’s name is officially removed from the MCA database.
Form DIR-12 to Remove a Director
Form DIR-12 is a mandatory filing under the Companies Act, 2013. It must be filed with the ROC to record the appointment or cessation (resignation/removal) of a director. The form must include:
- Details of the director being removed/resigned
- Relevant board/EGM resolutions
- Digital signature of an authorised director or company secretary
Consequences of Failing to File Form DIR-12 to Remove a Director
If Form DIR-12 is not filed within 30 days of a director’s removal or resignation, the company can face financial penalties:
- Up to 30 days delay: Penalty of twice the standard filing fees
- 30–60 days delay: Penalty of four times the regular fees
- 60–90 days delay: Penalty of six times the regular fees
- Beyond 180 days: Penalty of twelve times the standard fees, along with possible compounding of offences
Implications of Director Removal
Once a director is removed:
- Their duties and responsibilities terminate immediately.
- They lose the authority to represent the company in any legal, financial, or operational matters.
- If procedures are not correctly followed, it may lead to legal disputes or tribunal intervention.
- Mishandling director removal can create reputational risks for the company, affecting investors and stakeholders.
Frequently Asked Questions (FAQs)
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
Limited Liability Partnership
(LLP)
- Professional services
- Firms seeking any capital contribution from Partners
- Firms sharing resources with limited liability
One Person Company
(OPC)
- Freelancers, Small-scale businesses
- Businesses looking for minimal compliance
- Businesses looking for single-ownership
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
One Person Company
(OPC)
- Freelancers, Small-scale businesses
- Businesses looking for minimal compliance
- Businesses looking for single-ownership
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
Limited Liability Partnership
(LLP)
- Professional services
- Firms seeking any capital contribution from Partners
- Firms sharing resources with limited liability
Frequently Asked Questions
What happens after a director is removed?
Once a director is removed:
- They lose all authority to act on behalf of the company, including signing contracts, bank transactions, or representing the company legally.
- Their duties and responsibilities as a director terminate immediately.
- The company must update the Ministry of Corporate Affairs (MCA) records by filing Form DIR-12.
If the removal process wasn’t properly followed, it could lead to legal disputes or claims from the director.
Can a removed director be reappointed to the same company?
Generally, a director removed by shareholders cannot be reappointed by the Board unless the shareholders pass a fresh resolution allowing it.
How long does it take for a director's name to be removed from the Ministry of Corporate Affairs (MCA) database after removal?
Once Form DIR-12 is filed with the ROC:
- The MCA database is usually updated within 7–15 working days.
- The director is officially removed, and the company can verify the update on the MCA portal.
Can a director challenge their removal?
Yes, a director can challenge removal if:
- The legal procedure was not followed, such as no opportunity to represent their case or lack of proper notice.
- The challenge can be made through the National Company Law Tribunal (NCLT) or an appropriate court.
What alternatives should be considered before resorting to director removal?
Removing a director can be disruptive and sensitive, so consider alternatives first:
- Voluntary resignation: Sometimes the director may step down on mutual understanding.
- Reassigning responsibilities: Limit their operational authority if their role is not aligned with company goals.
- Mediation or board discussions: Resolve conflicts internally before escalation.
- Shareholder agreements or buyouts: If there is a dispute between co-founders or directors, a buyout or stake adjustment can avoid legal removal.