A director leaves a private limited company either by resigning under section 168 of the Companies Act 2013, which needs no approval from anyone, or by removal under section 169, which needs an ordinary resolution of the members after special notice and a hearing. Either way the company reports the exit to the Registrar in Form DIR-12 within 30 days, and a resigning director may also file Form DIR-11 within 30 days. This guide covers both routes, what each form needs and what the filings cost.
Resignation or removal of a director: how do the two routes differ?
Resignation is the director's own decision and takes effect without a vote. Removal is the members' decision, and the board cannot remove a director on its own. The routes also differ in what MCA does with the company's DIR-12.
| Point | Resignation (section 168) | Removal (section 169) |
|---|---|---|
| Who starts it | The director, by written notice | Members, by special notice of the resolution |
| Who decides | No one; the board takes note | Members, by ordinary resolution at a general meeting |
| Director's protections | Not needed | Copy of the notice, a hearing and a written representation |
| Company's MCA filing | DIR-12 within 30 days of receiving the notice | DIR-12 within 30 days of the resolution |
| How MCA processes DIR-12 | Straight-through, taken on record electronically | Non-STP, examined by the Registrar |
| Director's own filing | DIR-11, optional, within 30 days | None |
How to remove a director under section 169, step by step
Removal of a director runs through a general meeting, not a board meeting. The members' ordinary resolution holds only if the special notice, the copy to the director and the chance to be heard have all been given, so follow the sequence in order.
- Members holding at least 1% of the total voting power, or shares on which the prescribed amount of up to ₹5 lakh has been paid up, give the company special notice of the resolution at least 14 days, and not more than three months, before the meeting (sections 115 and 169(2), rule 23 of the Management and Administration Rules).
- The company sends a copy of the notice to the director at once (section 169(3)) and gives members notice of the resolution at least seven days before the meeting.
- The board calls a general meeting on 21 clear days' notice, unless a private company's articles say otherwise, or on shorter notice with the members' consent that section 101(1) requires.
- If the director makes a written representation, the company states this in the notice to members and sends them a copy if time permits. Otherwise the director can have it read out at the meeting (section 169(4)).
- The director is heard, and the members vote on the ordinary resolution (section 169(1)).
- The company files DIR-12 within 30 days and updates its register of directors (section 170).
Some directors cannot be removed this way: one appointed by the Tribunal under section 242, and directors appointed by proportional representation where the company has opted for it under section 163. An independent director in a second term needs a special resolution (section 169(1)). A replacement can be appointed at the same meeting if special notice of that appointment was also given, and serves only the removed director's remaining term (section 169(5) and (6)). The board can never re-appoint the removed director, and removal does not cancel compensation owed under the director's contract (section 169(7) and (8)).
What does a resigning director file in Form DIR-11?
DIR-11 is the director's own notice to the Registrar, with detailed reasons, filed within 30 days of resigning under the proviso to section 168(1). The Act says the director "may" file it, so it is optional, but MCA accepts it even when the company has not yet filed DIR-12.
MCA's DIR-11 instruction kit sets out what the form needs:
- the resignation notice sent to the company and proof of its dispatch, plus the company's acknowledgement if one was received;
- the reasons for resigning, which the form makes compulsory;
- the director's own DSC, registered against their DIN. A foreign director can authorise a CA, CS or cost accountant in practice, or another director resident in India, to sign once the company has filed DIR-12;
- an effective date matching the cessation date in DIR-12, if the company has already filed it.
The form is taken on record electronically and cannot be resubmitted, so check every detail first.
What must the company do after a director resigns?
The board takes note of the resignation, and the company intimates the Registrar in DIR-12 within 30 days of receiving the notice, attaching the notice itself (rule 15 of the Appointment and Qualification of Directors Rules). It must also put the resignation on its website, if it has one.
Three further points apply under section 168:
- The resignation must be reported in the directors' report laid before the next general meeting.
- The departing director remains liable for offences that occurred during their tenure.
- If every director resigns or vacates office, the promoter, or in the promoter's absence the Central Government, appoints the required number of directors until the members appoint a board.
When does a director's office fall vacant automatically?
Under section 167, a director's office falls vacant without a resignation or a vote in set situations, such as missing every board meeting held during 12 months. The company still files DIR-12, and MCA processes a section 167 cessation as non-STP.
The grounds in section 167(1) include:
- incurring a disqualification under section 164; for a section 164(2) default, the office falls vacant in every company except the one in default;
- absence from all board meetings held over 12 months, with or without leave;
- entering into, or failing to disclose an interest in, a contract in breach of section 184;
- a court or Tribunal disqualification order, or a conviction with a sentence of six months or more, once the appeal periods in the section have run;
- leaving an office in a holding, subsidiary or associate company that was the basis of the directorship.
A person who keeps acting as a director knowing the office is vacant faces a fine of ₹1 lakh to ₹5 lakh (section 167(2)). A private company's articles can add further grounds (section 167(4)).
What if an exit leaves the board below the minimum?
A private company must have at least two directors, a public company three and an OPC one (section 149(1)), so line up the replacement before or with the exit. DIR-12 can report several directors' changes in one filing, covering up to 15 directors.
If the replacement does not yet have a DIN or a DSC, start that first, because the appointment cannot be filed without an approved DIN. Ofin's add directors service covers the incoming director.
What does it cost, and what if the filing is late?
The MCA fee for DIR-12, and for a director's DIR-11, is ₹200 to ₹600 depending on the company's nominal capital. A late filing adds an additional fee of 2 to 12 times the normal fee, according to MCA's DIR-12 instruction kit.
Example. Rivermint Logistics Private Limited (a made-up company) has nominal capital of ₹3 lakh, so its normal fee is ₹300. It receives a resignation on 1 September 2026, making DIR-12 due by 1 October 2026. Filed on 20 October 2026, 19 days late, it costs ₹300 plus ₹600 additional fee. Filed on 15 December 2026, 75 days late, the additional fee is ₹1,800. For your own dates, select DPT-3, which uses the same scale, in the MCA late fee calculator.
Not filing at all is costlier. Section 172 makes the company and each officer in default liable to a ₹50,000 penalty plus ₹500 a day while the failure continues, up to ₹3 lakh for the company and ₹1 lakh for each officer.
Common mistakes when a director leaves
Most problems come from treating a director's exit as a board formality or as the director's own business.
- Removing a director by board resolution. Only the members can remove a director under section 169.
- Relying on the director's DIR-11. The company's DIR-12 duty under section 168(1) and rule 15 stands regardless.
- Losing the proof of dispatch. DIR-11 needs it, so send the resignation by email or a tracked service.
- Forgetting the DIN. The DIN survives the exit, and every DIN holder still files DIR-3 KYC Web once every three years by 30 June; Ofin's DIR-3 KYC filing keeps it active.
- Leaving shares in limbo. A departing director who also sells their shares needs a separate share transfer.
How Ofin handles a resignation or removal
Ofin's CAs, CSs and legal professionals draft the resignation letter or special notice, the board and members' resolutions and the meeting notice, then file DIR-12, and DIR-11 if the director wants it. The work is 100% online, and we reply within 24 hours. Fees start at ₹2,899. Tell us who is leaving and why to get a fixed-price proposal.
