A director may leave a company by resigning, or be removed by the shareholders, or vacate office automatically on disqualification. Each route has its own process, and in every case the company must file Form DIR-12 with the Registrar within 30 days. Samkhya handles director resignations and removals correctly and on time.
A director can cease to hold office in three main ways under the Companies Act, 2013. By resignation under Section 168, the director gives written notice, the board takes note, and the company files Form DIR-12 within 30 days, while the director may also file DIR-11. By removal under Section 169, the shareholders pass an ordinary resolution after a special notice, giving the director a chance to be heard. And by automatic vacation under Section 167, office is vacated on disqualification, prolonged absence, insolvency, or conviction. In every case, the change is recorded and DIR-12 is filed with the Registrar, on the MCA V3 portal, within 30 days, so that the public record reflects the company’s actual board.
A director may leave for several reasons:
A director ceases office in one of three ways:
The requirements depend on the route:
A director’s office ends:
The process depends on the route. For a resignation, the director submits a written notice, the board takes note by resolution, and the company files DIR-12 within 30 days, with the director able to file DIR-11 separately. For a removal under Section 169, a member gives a special notice, the company gives the director an opportunity to be heard, the members pass an ordinary resolution at a general meeting, and DIR-12 is filed. For an automatic vacation under Section 167, the cessation is recorded once the disqualifying event occurs, and DIR-12 is filed. In each case the filing is made on the MCA V3 portal and the register of directors is updated.
For a Resignation:
For a Removal:
Removing a director follows a clear sequence:
Handling a director removal with Samkhya Corporate Services is simple. Just follow these easy steps:
From there, our team handles the notices, resolution, and DIR-12 filing.
Once a director ceases:
The government fee for Form DIR-12 is modest, generally between Rs. 200 and Rs. 600, with professional charges separate, and the same 30-day deadline and Rs. 100-per-day late fee apply as for an appointment. Two cautions matter on removal. First, a removal under Section 169 is only valid if the special notice and the opportunity to be heard are properly given, skipping these can make the removal challengeable. Second, after a director leaves, the company must still meet the minimum number of directors (two for a private company, three for a public one); if a resignation would take it below that, a replacement must be appointed. Filing DIR-12 on time keeps the public record aligned with the company’s actual board.
| Feature | Detail |
| Governing Law | Sections 167-169, Companies Act 2013. |
| Resignation | Section 168, then DIR-12. |
| Removal | Section 169, ordinary resolution. |
| Key Form | DIR-12, within 30 days. |
| By Director | DIR-11, optional, on resignation. |
| Late Fee | Rs. 100 per day, no cap. |
How can a director be removed?
A director can resign under Section 168, be removed by the members under Section 169, or vacate office automatically under Section 167, with DIR-12 filed in each case.
What happens when a director resigns?
The director gives written notice, the board notes it, and the company files DIR-12 within 30 days; the director may also file DIR-11.
How do shareholders remove a director?
The members pass an ordinary resolution after a special notice, giving the director an opportunity to be heard, and the company then files DIR-12.
What is Section 167 vacation?
Under Section 167, a director’s office is vacated automatically on disqualification, prolonged absence, insolvency, or conviction, among other grounds.
Is there a deadline to file DIR-12?
Yes. DIR-12 must be filed within 30 days of the cessation, after which a late fee of Rs. 100 per day with no cap applies.
Must a replacement be appointed?
If a director leaving would take the company below the minimum number of directors, a replacement must be appointed to maintain it.
