Remove Director
Process a director's resignation or removal and update the company's records with the MCA.
What's covered
- A director may leave the board in three broad ways under the Companies Act 2013: by resigning under Section 168, by being removed by the company under Section 169, or by automatically vacating office under Section 167 — for example after being absent from all board meetings for a continuous period of twelve months. Removal under Section 169 must follow the special-notice procedure in Section 115.
- Where a director resigns, the resigning director files DIR-11 with the Registrar within 30 days, and the company files DIR-12 recording the cessation within 30 days. Both filings carry the digital signature of the person making them, and the resignation takes effect from the date stated or the date the company receives the notice, whichever is later.
- Removal by the company is more involved: a member proposing removal gives special notice at least 14 days before the meeting, the company gives the director the right to be heard and to circulate a written representation, the board gives 7 days' notice to call the general meeting, and the general meeting itself is held on 21 clear days' notice before an ordinary resolution removes the director.
- Filing late attracts an additional fee that escalates with the length of the delay — commonly stated as twice the normal fee for 30 to 60 days, four times for 60 to 90 days, ten times beyond 90 days and twelve times beyond 180 days — so the current multiplier schedule should be confirmed against the prevailing rules before filing. We manage the correct route, give the statutory notices, and file DIR-11 and DIR-12 within their windows so the exit is properly recorded.
How we work
- 01
Establish the route — resignation or removal
Where the director is resigning, obtain the resignation letter and record the board's note of the cessation. Where the company is removing the director under Section 169, a member gives special notice and the board convenes a general meeting to consider the ordinary resolution.
- 02
Give the statutory notices and right of representation
For a removal, give the director at least 14 days' special notice, allow the right to be heard and to circulate a written representation, give 7 days' notice to call the general meeting, and hold the meeting on 21 clear days' notice. For a resignation, acknowledge the notice and fix the effective date.
- 03
File DIR-11 and DIR-12 and update records
File DIR-11 (by the resigning director) and DIR-12 (by the company) within 30 days of the cessation, signed with the relevant Digital Signature Certificates. Then update the register of directors and the company's bank and tax records to remove the outgoing director.
Documents required
- Board resolution recording the resignation or approving the removal
- Resignation letter from the director, where the exit is by resignation
- Proof of the date of cessation of office
- Evidence of dispatch of the statutory notices to the director and members
- General-meeting notice and minutes, where the exit is by removal
- Digital Signature Certificates of the director and the company's authorised signatory
Applicable laws & forms
- Companies Act 2013 — Section 168 (resignation of a director and filing of DIR-11) and Section 169 (removal of a director by ordinary resolution)
- Companies Act 2013 — Section 167 (automatic vacation of office, including after twelve months' continuous absence from board meetings)
- Companies Act 2013 — Section 115, which prescribes the special notice required to move a removal resolution