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Director Resignation or Removal Online

A director leaves a company by resignation under section 168 of the Companies Act, 2013, by removal by the members under section 169, or by vacation of office under section 167. In each case the company files Form DIR-12 within 30 days, and a resigning director may also file Form DIR-11 with the reasons.

How a director leaves a company and the law behind it

Resignation (section 168): the director gives written notice to the company, and the resignation takes effect on the later of the date the company receives it and the date stated in it. The resigning director remains liable for offences committed during the tenure, and the resignation is to be reported in the directors' report at the next general meeting. Under Rule 15 the company informs the Registrar within 30 days of receiving the notice, in Form DIR-12, and places it on its website if it has one. Under Rule 16 the director may file Form DIR-11 with the reasons within 30 days; it has been optional since 2018.

Resignation, removal or vacation of office

Each ends with Form DIR-12 from the company.

  • Resignation
  • Removal by members
  • Vacation of office

When the office falls vacant under section 167(1)

A person who knowingly continues as a director after the office is vacant faces imprisonment of up to one year, or a fine of ₹1 lakh to ₹5 lakh, or both (section 167(2)).

  • Disqualification
  • Absence from Board meetings
  • Contravening section 184
  • Order of a court or the Tribunal
  • Conviction
  • Removal, or ending of a linked employment

Government fees

Fees depend on the company's capital. Late filing is charged as multiples of the normal fee.

  • Form DIR-12, filed by the company: ₹200 to ₹600 by nominal capital
  • Form DIR-11, filed by the resigning director: Confirmed before filing
  • Late filing: Normal fee plus 2 to 12 times as additional fee
  • StampMitra professional fee: From ₹3,999 + GST

Documents you need

The applicant is the company. The list depends on the route.

  • Resignation letter from the director
  • Board resolution or a record noting the resignation
  • Proof of cessation and a copy of the notice, attached to DIR-12
  • Digital Signature Certificate of the company's signatory
  • Authorisation to a professional or resident director to file DIR-11

How each route works

Time limits

Stage, Time limit, Basis

  • Resignation takes effect: On the later of receipt and the date stated in the notice
  • Form DIR-12: Within 30 days of receiving the notice
  • Form DIR-11: Within 30 days of the resignation
  • Special notice by a member: At least 14 days before the meeting
  • Company's notice to members: At least 7 days before the meeting
  • Replacing an independent director: By the next Board meeting or within 3 months, whichever is later (we confirm for a listed company)

Work out your special notice dates

For removal by the members. Enter the date of the general meeting.

What a late DIR-12 costs

The additional fee is at most 12 times the normal fee, for a delay of more than 180 days.

  • Up to 30 days: 2 times
  • More than 30 days, up to 60 days: 4 times
  • More than 60 days, up to 90 days: 6 times
  • More than 90 days, up to 180 days: 10 times
  • More than 180 days: 12 times

Defects to avoid

Each point follows from a condition in the Act or the rules.

  • The resignation letter, or proof that the company received it, is missing.
  • The date of cessation in the form does not match the date the resignation took effect.
  • The Digital Signature Certificate of the signatory has problems.
  • The board falls below the minimum number of directors (two for a private company, three for a public company, one for a One Person
  • An independent director leaves and the company that needs independent directors does not fill the vacancy in time.
  • The special notice for removal is given late, or the director is not given a chance to be heard.

What StampMitra does for you

Resolution and notice drafting: We draft the resolution and, for removal, the notice.

  • Resolution and notice drafting
  • Prepare and file Form DIR-12
  • Filing acknowledgment

How it works

  1. Choose the route Resignation, removal by members or vacation of office.
  2. Complete the route's steps Notice and resolution for removal; written notice for resignation; Board record for vacation.
  3. File Form DIR-12 The company files within 30 days.
  4. Director files DIR-11, if resigning Within 30 days, with the reasons.
  5. Update your records Registers, GST, EPF, ESI, bank mandates and signatories.

Frequently asked questions

Which resolution removes a director?

An ordinary resolution of the members, before the term ends and after the director has been heard (section 169). For an independent director on a second term it is a special resolution.

What notice is needed?

Special notice under section 115: the member gives it at least 14 days before the meeting, and the company informs the members at least 7 days before.

Who can give special notice?

Members holding at least 1% of the voting power, or shares with an aggregate paid-up value of at least ₹5 lakh (Rule 23).

Can the director speak before being removed?

Yes. The director has a reasonable chance to be heard and may make a written representation (section 169).

When does a resignation take effect?

On the later of the date the company receives the notice and the date stated in it (section 168).

Who files DIR-12, and by when?

The company, within 30 days of receiving the notice (Rule 15).

What is Form DIR-11?

The resigning director's own filing, with the reasons for resigning, within 30 days of the resignation (Rule 16). It is optional since 2018 and separate from the company's compulsory DIR-12.

After how long an absence does the office fall vacant?

If the director is absent from all the Board meetings held during twelve months, with or without leave (section 167(1)).

Can the members remove a director appointed by the Tribunal?

No. Section 169 does not apply to a director appointed by the Tribunal under section 242.

Does resigning end the director's liability?

No. The director remains liable for offences committed during the tenure (section 168).

What is the maximum additional fee for a late DIR-12?

Up to 12 times the normal fee, when the delay is more than 180 days. It is not "twelve times or more".