Removal of Director
Whether a director resigns voluntarily or is removed by the shareholders, the exit needs to be filed correctly on both sides.
A director's exit is recorded in two ways: the director files Form DIR-11 to intimate their own resignation to the Registrar, and separately, the company files Form DIR-12 to record the cessation. Where a director is removed by the shareholders (rather than resigning), the process instead follows Section 169, requiring a special notice and an ordinary resolution at a general meeting, with the outgoing director given a right to be heard.
What this service covers
Both resignation and removal scenarios.
- Filing Form DIR-11 for a director's own resignation
- Filing Form DIR-12 by the company recording cessation
- Special notice and resolution process for removal under Section 169
- Ensuring the board retains the minimum required number of directors
- Updating the register of directors and statutory records
- Handling resignation of the last remaining director where applicable
Resignation vs. removal
Different triggers, different processes.
Voluntary Resignation
The director resigns by giving notice to the board and filing DIR-11 themselves.
Removal by Shareholders
Shareholders remove a director through an ordinary resolution after special notice, under Section 169.
Automatic Cessation
A director ceases to hold office automatically in certain cases, such as disqualification or absence from board meetings for 12 months.
Our process
From initial consultation to completion.
Identify the Trigger
Confirm whether it's a resignation, removal, or automatic cessation.
Follow the Correct Process
Board notice for resignation, or special notice and resolution for removal.
File DIR-11/DIR-12
Submit the applicable forms within the statutory timeline.
Update Records
Reflect the change in the register of directors and, if relevant, appoint a replacement.
Why both filings matter
What sets our approach apart.
Two separate obligations
DIR-11 (by the director) and DIR-12 (by the company) are independent filings, and both should be completed even if only one party files promptly.
Minimum director requirement
A resignation should not leave the company below the minimum number of directors required for its type.
Right to be heard
Removal under Section 169 requires giving the director a reasonable opportunity to be heard before the resolution is passed.
Removal of Director questions answered
What people ask before engaging us.
