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REMOVAL OF DIRECTOR

₹ 2,999.00

  • InvenixEligibility & Compliance Check
  • InvenixDrafting of Board Resolution
  • InvenixDrafting of Special / Ordinary Resolution (as required)
  • InvenixPreparation of Notice & Explanatory Statement
  • InvenixDIR-12 Filing with MCA
  • InvenixPreparation of all Supporting Documents
  • InvenixShareholder Meeting Guidance
  • InvenixMCA Status Tracking
  • InvenixUnlimited Chat + Call Support
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Key Legal & Compliance Highlights

Understand the core sections, forms, rules and timelines involved in director removal.

Applicable Sections

Section 169: Governs removal of directors by shareholders through a special resolution passed at a general meeting.

Section 167: Lists the circumstances where a director’s office becomes vacant (cessation), such as disqualification or non-compliance.

These provisions must be strictly followed to ensure that the removal is valid and legally enforceable.

Forms, Rules & Timelines

Prescribed Form: DIR-12 – mandatory form to intimate MCA about cessation of director.

Rules: Companies (Appointment and Qualification of Directors) Rules, 2014 – governs documentation and procedure.

Time Limit: DIR-12 must be filed within 30 days of passing the shareholder resolution for director removal.

Penalties & Non-Compliance Risks

Late Filing: Delayed DIR-12 can lead to additional fees and fines under the Companies Act.

Invalid Removal: If proper notices, resolutions or filings are not done, removal may not be legally effective.

Legal Disputes: Non-compliance can trigger disputes, litigation or scrutiny from authorities and stakeholders.

Director Removal Process with Invenix India

Your director removal procedure broken down into clear, compliant steps.

1

Board Meeting (If Applicable): Convene a board meeting to propose the removal of the director and approve issuance of notice to the concerned director and shareholders.

2

Shareholder Resolution: Call a general meeting (or use an AGM) and pass a special resolution for removal of the director as per Section 169 of the Companies Act, 2013.

3

Notice to Director: Issue special notice of the proposed removal to the director, giving them a fair opportunity to present their explanation or defence before the shareholders.

4

Drafting & Passing Resolutions: Prepare board and shareholder resolutions, ensure they are properly passed, recorded and signed as per statutory requirements.

5

MCA Filing – Form DIR-12: File Form DIR-12 on the MCA portal within 30 days of passing the shareholder resolution, along with resolutions and supporting documents.

6

Acknowledgment & Confirmation: MCA generates an acknowledgment on successful filing. Invenix India tracks the filing status until the director’s cessation is reflected in MCA records.

7

Post-Filing Support: In case of MCA queries, objections or correction requirements, Invenix India assists in responding and rectifying issues to ensure valid and dispute-free director removal.

Frequently Asked Questions – Director Removal

Director Removal is the formal process of removing a director from the board of a company in accordance with the provisions of the Companies Act, 2013 and applicable rules.
The removal can be initiated by shareholders through a special resolution. In certain statutory circumstances, cessation can also occur automatically as per Section 167 of the Companies Act.
Section 169 covers removal of directors by shareholders, while Section 167 provides circumstances in which a director automatically ceases to hold office.
A special notice must be given to the director before the shareholder meeting in which the resolution for removal will be considered, giving them an opportunity to respond.
Form DIR-12 is mandatory to inform the MCA about the cessation of a director, along with supporting documents such as board and shareholder resolutions.
DIR-12 must be filed within 30 days from the date of passing the shareholder resolution for director removal.
Yes, the concerned director has the right to receive special notice and to present their case or written representation at the shareholder meeting where their removal is considered.
Generally, a board meeting is held to propose the removal, approve issue of notice and call the general meeting. However, the final decision lies with shareholders through a special resolution.
Required documents typically include board resolution, shareholder resolution, Form DIR-12, proof of special notice served to the director, and consent/communication from the director (if available).
Late filing or failure to file DIR-12 and follow proper procedure can attract additional fees, fines, and may render the removal invalid in the eyes of law until properly rectified.
Yes, shareholders can remove a director for non-performance, misconduct, conflict of interest, or other valid reasons in line with the company’s Articles of Association and applicable law.
Properly executed removal protects both the company and the director. The director may still be entitled to any contractual or statutory benefits due, subject to the terms of engagement and applicable law.
In some cases, shareholders may pass a special resolution in writing in accordance with the Companies Act and the company’s Articles, provided all procedural requirements are fulfilled.
Invenix India provides end-to-end assistance – from reviewing documents and drafting notices/resolutions to filing DIR-12 on MCA, tracking acknowledgment and handling post-filing queries.
Yes, if due process is not followed or if removal is oppressive or prejudicial, the director may challenge it before a court or tribunal such as NCLT.
Yes, in most cases, a special resolution of shareholders is mandatory for director removal, except in specific statutory cessation scenarios under Section 167.
Non-filing or delayed filing of DIR-12 may attract additional fees, penalties and can result in MCA records not reflecting the director’s removal, causing continued legal exposure.
Yes, multiple directors can be removed in the same or separate resolutions, provided all statutory procedures, notices and MCA filings are correctly followed for each director.
Once notices are issued and resolutions are passed, and DIR-12 is filed correctly, removal is generally reflected on the MCA portal within a few working days, depending on MCA processing.
Professional services like Invenix India ensure accurate drafting, proper procedure, timely DIR-12 filing, reduced legal risk, and a smooth, dispute-minimising director removal experience for companies and shareholders.