The Classic Partners LLP

Removal of Director

Compliant removal of a director under Section 169 of the Companies Act, 2013 — including special notice, an opportunity to be heard, shareholder approval, and filing Form DIR-12 with the ROC. We handle the process correctly to protect the company from disputes and penalties.

Get Help Removing a Director

What is Removal of Director?

Section 169 of the Companies Act, 2013 allows shareholders to remove a director — other than a director appointed by the Tribunal — before the expiry of the term by passing an ordinary resolution. The proposal is usually considered at a Board Meeting after a special notice is received from members.

The director concerned must be given a reasonable opportunity of being heard before removal. Once the ordinary resolution is passed, the change in the Board is reported to the Registrar of Companies in Form DIR-12. Following the procedure precisely is important to keep the removal valid and dispute-free.

When Is Removal of a Director Required?

Companies removing a non-performing or non-cooperative director.
Resolving boardroom or shareholder disputes through a lawful process.
Situations where a director attracts disqualification under Section 164.
Cases where a director's office has become vacant under Section 167.
Companies needing to update the Board after a director exits.

Our Removal of Director Services

Special Notice and Board Process

Handling the special notice from members and the supporting Board process.

Opportunity of Being Heard

Ensuring the director receives the representation rights the law requires.

Shareholder Resolution

Drafting the ordinary resolution for removal under Section 169.

Form DIR-12 Filing

Preparation and filing of Form DIR-12 to record the change with the ROC.

Disqualification Advisory

Guidance on disqualification and vacation of office under Sections 164 and 167.

Records and ROC Updates

Updating the register of directors and related statutory records.

Steps in the Director Removal Process

A special notice for the resolution is received from eligible members.
The Board meets to consider the special notice.
Notice of the resolution is sent to members and to the director concerned.
The director is given a reasonable opportunity to be heard.
An ordinary resolution is passed at the general meeting.
Form DIR-12 is filed with the Registrar of Companies.

Why Choose The Classic Partners

Careful, procedure-led handling that reduces the risk of legal challenge.
Coordinated support if you also need a fresh Appointment of Director to fill the vacancy.
Timely ROC filings so your Board records stay accurate after the change.
Transparent fees and a dedicated point of contact, delivered by Chartered Accountants in Mumbai serving clients across India.

Related Compliance Services

Appointment of Director Services — Add executive, independent, or nominee directors and file Form DIR-12.
Board Meeting Services — Run board meetings with notice, quorum, and SS-1 compliant minutes.
Extra-Ordinary General Meeting Services — Convene an EGM for urgent special business with correct documentation.

Frequently Asked Questions

Under which section can a director be removed?

A director can be removed by the shareholders under Section 169 of the Companies Act, 2013, except a director appointed by the Tribunal.

Can a director be removed without their consent?

Yes. Shareholders may remove a director by an ordinary resolution after following due process, which includes giving the director a reasonable opportunity of being heard.

What is a special notice for director removal?

A special notice is a notice given by eligible members of their intention to move a resolution to remove a director, sent to the company in advance so it can be circulated to members and the director.

Is Form DIR-12 required for the removal of a director?

Yes. The change in the Board must be reported to the Registrar of Companies in Form DIR-12, generally within thirty days of the removal.

When does a director's office become vacant automatically?

A director's office becomes vacant on the grounds listed in Section 167, such as disqualification, absence from all Board meetings for a continuous period, or other events specified in the Act.

Can a removed director claim compensation?

Removal under the Act does not by itself deprive a director of any compensation or damages payable under a separate contract of appointment, subject to the terms of that contract and the law.

Need help with Removal of Director?

Get clear, compliant removal of director handled by experienced Chartered Accountants.