India's one of the highest-rated legal tax and compliance guidance platform.
4.9 out of 5
(8521)
Verified
Siddhu ManojFounder & CEO of Two-LYP Computations Pvt. Ltd.
“Incorporating my Startup with IncorpX was an incredibly smooth and hassle-free experience. The team was highly professional, guiding us every step of the way with clear communication and prompt support. The registration process was fast, and every detail was handled with precision and accuracy. Highly recommend IncorpX for anyone starting a business.”
Abhishek LohaniDirector at Lohani Learnings
“Company is good and service is also smooth. I used their compliance service and the response was timely with no delay and price are also convenient. They are always available to cater your need.”
Chandan Kr. ChaudharyFounder of Creative Minds
“I am very satisfied with the team of IncorpX for providing the top notch services. Team of IncorpX was giving the update on daily basis was one of the best thing which I experience in Corporate. keep doing it. Thank you!”
Jayavijaya SJFounder of Agro Farms
“Don't think twice.Got my company incorporates here. Tbh very impressed by the quality of service provided by this team. Very organized and friendly team. Had a smooth and peaceful experience. Timely regular updates were provided by the team. Overall a great experience.”
Anoop KrishnanFounder of EIGHTH DAY FORGE
“It's rare to find a service provider who makes the process feel personal - IncorpX absolutely did. From day one, they patiently explained every detail without any jargon, making it easy to understand and stress-free. There was zero chasing, no delays-just efficient, smooth execution all the way through. I felt supported, heard, and confident at every step of registering my company EIGHTH DAY FORGE (OPC) Private Limited. Thanks to Mr. Sriram and his wonderful team.”
Ramesh LankeFounder of EKnal Technologies
“IncorpX made the entire registration process for our company, EKnal Technologies, smooth and stress-free. Their team was professional, efficient, and incredibly supportive from start to finish. Highly recommend them to any founder looking for a reliable partner in their business journey! Special shoutout to Sriram and Aswin-your support, clarity, and responsiveness made the whole process incredibly smooth.”
700+
Businesses Incorporated Every Month
1000+
Ratings Trusted by 2000+ Clients
250+
Professional Network
WHY CHOOSE US?
Expert Legal Team
Experienced legal experts in company formation and corporate law.
Fast Turnaround
Kickstart your venture with efficient company setup, generally processed within a week.
Dedicated Support
Personal manager by your side, every step of the way and beyond.
Complete Documentation
We handle all paperwork and ensure full legal compliance.
Business Growth Tools
Free business resources to fuel your company's success from day one.
24/7 Customer Service
Round-the-clock assistance for all your concerns.
Need to Remove or Resign a Director from Your Company?
Get complete director removal/resignation assistance including DIR-12 filing, resignation letter, and MCA compliance. Expert support from start to finish.
HERE'S HOW IT WORKS
1. Fill the Form
Simply fill the above form to get started.
2. Call to discuss
Our startup expert will connect with you & complete legalities.
3. Remove Director from Your Company
Get professional assistance with director removal/resignation including all MCA filings.
SIMPLE & TRANSPARENT PRICING
MOST POPULAR
Director Removal/Resignation Package
₹2999 /one-time
Complete within 7 days
7-day turnaround 100% guaranteed
Form DIR-12 Filing
Board Resolution Drafting
Resignation Letter Preparation
DIR-11 Filing (Resignation intimation)
Shareholder Resolution (If removal)
DSC Assistance for Signing
MCA Portal Filing & Submission
Government Fee Payment Assistance
Expert CA/CS Support
Filing Confirmation & Updated Master Data
*Government fees are additional and vary based on company structure
4.9/5 based on 1000+ reviews
Money back guarantee
Secure payment
Top rated service
IncorpX Prime
An all-inclusive solution for startups and expanding enterprises seeking a streamlined, compliant incorporation process.
Key Benefits
Personalised support from dedicated incorporation specialists.
Application prepared and filed within 2 days.
24/7 customer assistance.
Important Notes
We strive to register your preferred business name whenever feasible.
Alternative name suggestions are provided if the preferred name is not approved.
Package includes first-year compliance services: auditor appointment, annual filings, and related obligations.
DIRECTOR REMOVAL & RESIGNATION FILING - AN OVERVIEW
Director Removal and Resignation Filing is a mandatory compliance under the Companies Act, 2013 that must be completed whenever a director ceases to hold office in a company. Whether a director resigns voluntarily or is removed by shareholders, the company must file Form DIR-12 with the Registrar of Companies (ROC) within 30 days of the cessation.
When a director resigns, they must submit a resignation letter to the company, and the company acknowledges it through a Board Resolution. The resigning director can also file Form DIR-11 to independently inform MCA about their resignation. This provides protection if the company delays filing DIR-12.
Removal of a director by shareholders is a different process that requires a Special Resolution passed in a General Meeting. Directors appointed by shareholders (not just the board) cannot be removed without shareholder approval. The removal process must follow proper procedures including giving the director an opportunity to be heard.
At IncorpX, we handle the complete director cessation process - from drafting resignation letters and board resolutions to filing Form DIR-12 and ensuring MCA compliance. Our expert team ensures that the outgoing director's liability is properly addressed and all statutory requirements are met.
Resignation vs Removal of Director:
Understanding the difference between resignation and removal is crucial as they have different legal implications and procedures:
Aspect
Director Resignation
Director Removal
Initiation
Voluntary action by the director
Initiated by shareholders or in some cases, the board
Resolution Required
Board Resolution acknowledging resignation
Special Resolution by shareholders in General Meeting
Notice Period
As per terms of appointment or immediate
Special notice of at least 14 days to the director
Director's Right
Can resign anytime (subject to terms)
Right to be heard before removal
Effective Date
Date specified in resignation or date of board meeting
Date of passing the Special Resolution
Director's Filing
Can file DIR-11 independently
Cannot file; company files DIR-12
Section under Companies Act
Section 168 - Resignation
Section 169 - Removal
Common Reasons
Personal reasons, other commitments, disagreements
Misconduct, non-performance, breach of duty
Important Note
A director's resignation takes effect from the date on which the company receives the resignation notice or the date specified in the resignation, whichever is later. The company must file DIR-12 within 30 days, but the director is relieved from the effective date of resignation.
Key Aspects of Director Cessation Filing:
Understanding the essential aspects of director removal/resignation helps ensure smooth compliance. Here are the key features:
1. 30-Day Filing Deadline
Form DIR-12 must be filed with MCA within 30 days of the director's cessation. Late filing attracts penalties.
2. DIR-11 for Resignations
Resigning directors can file Form DIR-11 independently to protect themselves if the company delays DIR-12 filing.
3. Minimum Directors Rule
Company must maintain minimum directors (2 for Pvt Ltd, 3 for Public). Resignation cannot leave company non-compliant.
4. Liability Continues
Director remains liable for acts done during their tenure even after resignation. Pending compliances must be addressed.
5. Right to be Heard
In case of removal, the director must be given special notice and opportunity to make representations.
6. MCA Master Data Update
Upon approval, MCA updates the company's master data. The director no longer appears as an active director.
Grounds for Director Removal:
While a director can resign for any reason, removal by shareholders requires valid grounds. Common grounds for removal include:
Breach of Fiduciary Duty
Director acting against the interests of the company or engaging in self-dealing transactions.
Non-Performance
Consistent failure to attend board meetings (absent for 12 months) or neglecting director duties.
Misconduct
Involvement in fraud, misrepresentation, or activities detrimental to the company.
Conflict of Interest
Competing with the company or not disclosing material interests in transactions.
Disqualification
Director becomes disqualified under Section 164 (conviction, insolvency, etc.).
Loss of Confidence
Shareholders no longer have confidence in the director's ability to lead the company.
Documents Required for Director Removal/Resignation:
The documentation differs based on whether it's a resignation or removal. Here's what's required:
Document Type
For Resignation
For Removal
Resignation Letter
Required - addressed to the board
Not applicable
Board Resolution
Acknowledging the resignation
For calling General Meeting
Special Resolution
Not required
Required - passed in General Meeting
Special Notice to Director
Not required
Required - 14 days before meeting
Director's Representation
Not required
Must be circulated if received
DSC of Existing Director
Required for DIR-12 signing
Required for DIR-12 signing
Form DIR-11
Optional - filed by resigning director
Not applicable
DIN of Outgoing Director
Required for form filling
Required for form filling
Step-by-Step Director Removal/Resignation Process:
Our streamlined process ensures smooth and timely director cessation filing. Here's how we handle the process:
For Director Resignation:
Step 1: Resignation Letter
The director submits a formal resignation letter to the company specifying the effective date and reasons (optional). We help draft a proper resignation letter.
Step 2: Board Meeting
The board convenes a meeting to acknowledge the resignation. We draft the board resolution and meeting minutes.
Step 3: DIR-11 Filing (Optional)
The resigning director can file Form DIR-11 independently within 30 days to inform MCA about their resignation.
Step 4: DIR-12 Filing
We prepare and file Form DIR-12 with MCA within 30 days of resignation, attaching the resignation letter and board resolution.
For Director Removal:
Step 1: Board Resolution for EGM
The board passes a resolution to convene an Extraordinary General Meeting (EGM) to consider the removal of the director.
Step 2: Special Notice
A special notice of at least 14 days is sent to the director proposed to be removed, giving them an opportunity to be heard.
Step 3: General Meeting
The EGM is held where shareholders vote on the Special Resolution. The director can make representations before the vote.
Step 4: DIR-12 Filing
Upon passing the Special Resolution, we file Form DIR-12 with MCA within 30 days along with the resolution.
Get proper MCA compliance for director exit!
Penalties for Late Director Cessation Filing:
Timely filing is crucial to avoid penalties. Here's what you risk with delayed filings:
Filing
Deadline
Penalty for Delay
DIR-12 (Company's filing)
30 days from cessation
₹100 per day of delay (max 10x normal fee)
DIR-11 (Director's filing)
30 days from resignation
₹100 per day of delay
Important Warning
If the company fails to file DIR-12, the director continues to appear in MCA records as an active director. This exposes them to liability for future non-compliances of the company. The director should file DIR-11 independently to protect themselves.
Why Choose IncorpX for Director Removal/Resignation?
Expert Team: Qualified CS/CA professionals with extensive MCA filing experience.
Quick Turnaround: Most filings completed within 3-5 working days.
Transparent Pricing: Clear fees with no hidden charges.
Complete Documentation: We draft all resolutions and forms for you.
Dedicated Support: Personal manager to guide you through the process.
Zero Rejection: Quality review ensures accurate, rejection-free filings.
FAQs on Director Removal & Resignation
Director cessation is a common corporate event with specific compliance requirements. Here are answers to frequently asked questions about director removal and resignation:
Yes, a director can resign at any time by giving notice in writing to the company. However, if the terms of appointment specify a notice period, it should ideally be followed. The resignation becomes effective from the date specified in the notice or the date the company receives it, whichever is later.
Form DIR-11 is filed by the resigning director (not the company) to independently inform MCA about their resignation. This protects the director if the company delays filing DIR-12, as it proves the date of resignation.
Shareholders can remove any director except a director appointed by the Tribunal or in certain special cases defined in the Articles. The removal requires a Special Resolution passed in a General Meeting after giving the director an opportunity to be heard.
In a One Person Company (OPC), the sole director cannot resign without appointing a replacement. A new director must be appointed first, and then the outgoing director can resign to maintain the minimum director requirement.
Yes, a director remains liable for all acts done during their tenure even after resignation. Any pending compliances, frauds, or defaults during their directorship can be attributed to them.
If the company fails to file DIR-12, the director continues to appear as an active director in MCA records. This exposes them to liability for future company defaults. The director should file DIR-11 independently to protect themselves.
No, a company cannot refuse a resignation. Once the resignation is submitted, it becomes effective from the specified date. The company must acknowledge it and file DIR-12. However, the director remains liable for pending compliances.
There is no mandatory cooling-off period for rejoining as a director. A person who resigned can be reappointed immediately if the board/shareholders approve. However, if removed, the Articles may have restrictions.
Both forms must be filed within 30 days of the director's cessation. DIR-12 is filed by the company, while DIR-11 is filed by the resigning director independently.
Special notice of at least 14 days is mandatory before removing any director through a General Meeting. The director has the right to be heard and make representations to shareholders.
Before resignation takes effect, the company should authorize another director as signatory for bank accounts and statutory filings. Otherwise, operations may be disrupted until a new signatory is appointed.
For resignation, the filing takes 3-5 working days after receiving all documents. For removal, the process is longer as it requires calling and conducting a General Meeting, which may take 2-3 weeks.
