Chartered Accountant · ICAI M.No. 153926 · FRN 136869W
Resignation
When a director resigns, they give written notice to the company. The company must file DIR-12 within 30 days to record the cessation, and the director may also file DIR-11 to protect themselves. The resignation takes effect from the date stated or when the notice is received.
Removal
To remove a director before their term ends, shareholders pass an ordinary resolution after special notice, giving the director a reasonable opportunity to be heard — a due-process requirement. The company then files DIR-12. Certain directors (e.g. appointed by the Tribunal) can’t be removed this way. Follow the process carefully to avoid challenge.
Mind the minimum — an example
Example: a two-director Private Limited company can’t simply let one director resign and drop to one — a Pvt Ltd needs at least two directors, so a replacement must be appointed around the same time. The DIR-12 records both the cessation and the new appointment. Planning the sequence avoids a non-compliant board. Our team can handle the resignation/removal filings.