Removal of Director

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Directors play a key role in overseeing the operations of a Private Limited Company. However, there may be situations where a director needs to be removed. It’s essential to follow the Companies Act of 2013 to ensure compliance during this process. At Vyapaar Registration, we simplify the director removal process, ensuring all legal requirements are met for a
smooth and compliant transition.
A company may remove a director for various reasons, such as non-performance, breach of duty, or retirement. The removal could also occur due to death or resignation. The process must be carried out according to the Companies Act, 2013, ensuring proper compliance. In some cases, a director may be removed to meet specific legal requirements or
board restructuring needs. Vyapaar Registration simplifies the director removal process, ensuring full adherence to legal standards for a smooth and compliant transition.

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Director Removal Process for PPC

A Private Limited Company must have at least two directors, with a maximum of fifteen. If the company needs to remove a director, it can do so by passing a special resolution, which requires approval from over 75% of the shareholders. As business needs change or to meet shareholder expectations, a company may choose to remove a director from the board. However, all director removals must adhere to the Companies Act 2013 to ensure legal compliance.

Reasons for Changing or Adding Directors in a Company

There are several reasons a company might decide to change or add new directors:

As a company grows, adding new directors with different skills helps address challenges and seize new opportunities.

Adding directors allows shareholders to delegate operational tasks, helping
them focus on strategic decisions without losing ownership control.

If current directors are unable to perform due to health or retirement, new directors can bring fresh energy and maintain board effectiveness.

To meet the requirements of the Companies Act 2013, a company must have the required number of directors. Changes might be needed to stay compliant with the law.

Documents Required for Removal of Directors

Document	Description
Board Resolution	A resolution passed by the board of directors to approve the removal of the director.
Shareholder Resolution	A special resolution passed by shareholders (requires approval from over 75%) to remove the director.
Consent of the Director	A written consent or resignation letter from the director being removed, if applicable.
Form DIR-12	The official form submitted to the Registrar of Companies (RoC) for the removal of a director.
Proof of Identity	Voter ID, Driving License, Aadhaar Card, or similar ID documents for verification.
Proof of Residence	Utility bills, rental agreements, or similar documents to verify the director's address, if required.
Digital Signature Certificate (DSC)	Required for electronically signing the removal documents.

Steps for Director Removal in a Company

Ensure the Articles of Association allow director removal; update if needed.

Approve the director’s removal at an AGM/EGM with a special resolution (over 75% approval).

The director signs Form DIR-11 to confirm removal, if applicable.

Submit Form DIR-12 (director removal) and DIR-11 (consent/resignation) within 30 days to ROC.

Record removal details in the company’s Register of Directors.

Update the removed director’s details with tax and regulatory authorities.

FAQ

Yes, a director can be removed without their consent if shareholders approve it through a special resolution with 75% support. Vyapaar Registration can manage the entire process for you seamlessly.

If the director disagrees, they can appeal. However, the shareholders' decision stands. Vyapaar Registration will ensure all legal steps are followed and help you resolve the situation efficiently.

The process should be completed within 30 days from the resolution’s passing. Vyapaar Registration will ensure that all filings and formalities are done on time without any hassle.

Yes, even if a director has a fixed term, they can still be removed through a special resolution by the shareholders. Vyapaar Registration can assist you in ensuring this is done correctly and smoothly.

Yes, after the removal, the company’s Register of Directors must be updated, and authorities need to be notified. Vyapaar Registration will handle these updates for you, ensuring compliance with all regulations.

You will need a board resolution, shareholder resolution, Form DIR-12, and the director’s consent or resignation (Form DIR-11). Vyapaar Registration will take care of all necessary documents and filings for you.

Yes, a director can be removed for performance issues through a special resolution passed by shareholders. Vyapaar Registration will ensure that the entire process is handled legally and efficiently.