Director Removal

A director can be removed by shareholders through a special resolution at a general meeting after giving notice of the proposed removal. The director must be given an opportunity to present their case before the vote. The company must then file Form DIR-12 with the Registrar of Companies (RoC) within 30 days of the resolution.

Yes. If a director fails to fulfill their duties, is involved in misconduct, or has lost the confidence of shareholders, they can be removed without consent through a properly conducted shareholder meeting and resolution, in accordance with the Companies Act, 2013.

Reasons include breach of fiduciary duties, conflict of interest, non-compliance with legal obligations, poor performance, insolvency, or shareholder dissatisfaction. Removal may also be necessary if the director has been convicted or disqualified under the Act.

Failing to file Form DIR-12 can result in penalties, legal complications, discrepancies in official records, and challenges in obtaining future approvals or clearances. It may also compromise the company’s corporate governance and transparency.

We provide end-to-end legal support including document drafting, resolution preparation, notices, consent management, and timely filing of Form DIR-12. Our experts ensure that the process complies with all statutory requirements, reducing your legal and compliance risks.