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Remove directors in a Private Limited Company
A director may be removed from office either voluntarily (through resignation) or involuntarily (by the company or shareholders). Removal can occur for various reasons such as inactivity, conflict of interest, misconduct, or board restructuring. Whatever the reason, it must be done lawfully and in line with the company’s Articles of Association and the provisions of the Companies Act, 2013.
- Digital Signature Certificate (DSC) of an authorized director.
- Copy of Board Resolution & Shareholder Resolution.
- Notice of Meeting and Minutes of Meeting.
- Resignation Letter.
Legal Process & Documentation
The process begins with issuing a notice of board meeting to propose the removal of the director. Once the board approves, a special notice must be given to all shareholders before passing an ordinary resolution in a general meeting. After the resolution is approved, the company must file Form DIR-12 with the Registrar of Companies to officially update its records.
Once the ROC approves Form DIR-12, the director’s name is officially removed from the company’s records. The company must then update its internal registers, statutory records, and bank or legal documents accordingly. If a new director is being appointed in place of the removed one, we can assist with that filing as well to maintain board strength and compliance.
