✓
Shareholder-initiated removal
Shareholders can remove a director before their term expires, with proper notice and an ordinary resolution.
Company / ROC
Director Removal Services
Removing a director requires a specific process and shareholder approval, not just a board decision. We manage the legal process and file DIR-12 correctly.
15–20 days turnaround★ 4.9/5 rating5,000+ businessesCA & CS handled
Starts from
₹4,999
12,840+Filings completed
100%CA-reviewed
ICAIRegistered firm
On-timeor fee waived
4.9/5Client rating
Overview
What is Director Removal?
Removing a director is a shareholder-driven legal process under the Companies Act, not simply a board decision. It requires special notice, a hearing for the concerned director, and an ordinary resolution passed by shareholders at a general meeting.
Once approved, the removal must be notified to the ROC by filing Form DIR-12. We manage the full process — from special notice to final filing — with a CA and CS handling each step.
When it applies
When can a director be removed?
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Disqualification under law
A director disqualified under the Companies Act ceases to hold office automatically.
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Persistent absence
A director absent from all board meetings for 12 months can be removed.
Requirements
Legal requirements for director removal
- ✓Special noticeShareholders must give the company special notice of intention to move the resolution.
- ✓Right to be heardThe director must be given a reasonable opportunity to be heard before removal.
- ✓Ordinary resolutionShareholders pass an ordinary resolution to remove.
- ✓Exceptions applyCertain director categories (e.g. Tribunal-appointed) can't be removed this way.
Documents required
Documents required
- ✓Special notice from shareholdersCopy of the notice initiating removal.
- ✓Notice to the directorGiving them an opportunity to respond.
- ✓Ordinary resolutionPassed at the general meeting.
- ✓DSC of a remaining directorTo sign the MCA form.
Step ASpecial Notice & Hearing
Shareholders serve special notice, and the concerned director is given a chance to respond in writing or be heard at the meeting.
Step BShareholder Approval
Shareholders pass an ordinary resolution at the general meeting approving the removal.
FilingDIR-12 FilingWithin 30 days of removal
DIR-12 notifies the ROC that the director has ceased to hold office.
How it works
Director removal process
01
Special notice
Day 1–7 · You + CSWe prepare the special notice and serve it to the company and director.
02
Hearing & general meeting
Day 7–17 · You + CSThe director is given a hearing, then shareholders vote on the resolution.
03
File DIR-12
Day 17–20 · DoneWe file with the ROC to complete the removal.
Timeline
Timeline
Step
Timing
Owner
Special notice
Day 1–7
Shareholders
Hearing & resolution
Day 7–17
General meeting
DIR-12 filing
Day 17–20
FilingSetu
Pricing
Service fees
One transparent professional fee, confirmed in writing before we begin.
- Covers notice preparation, meeting support and DIR-12 filing.
- Contested removals are quoted after scoping.
Avoid these
Common mistakes to avoid
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Skipping the right to be heard
Removing a director without giving them a hearing can make the removal legally challengeable.
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Confusing removal with resignation
Removal is a shareholder-driven process — it isn't the same as a voluntary resignation.
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Missing exceptions
Some directors (like Tribunal-appointed ones) cannot be removed via this process.
Why us
Why choose FilingSetu?
Real accountants, fixed fees, and a person who knows your file.
Real chartered accountants
Every filing is prepared and reviewed by an ICAI-registered CA / CS.
One fixed fee, in writing
Government charges pass through at actuals, never marked up.
A named manager
One point of contact who knows your file end to end.
Handled end to end
From resolutions to the final ROC acknowledgement, we manage every step.
FAQ
Director Removal, answered.
Can the board alone remove a director?
No — removal requires shareholder approval via an ordinary resolution, not just a board decision.
Does the director get a chance to respond?
Yes, the law requires giving the director a reasonable opportunity to be heard before the vote.
Are all directors removable this way?
No — certain categories, like Tribunal-appointed directors, are excluded from this removal process.
Need to remove a director?
Talk to a CS about the process — we'll confirm the legal requirements and give you a fixed quote. Free, no obligation.