How to Remove a Director from a Private Limited Company

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How to Remove a Director from a Private Limited Company

Preface: This post was originally published in 2022 and has been updated on July 03, 2025, to provide you with the most current and accurate information.

Just like any other company registered under the Companies Act 2013, a private limited company must also have directors. Every pvt ltd company in India requires a minimum of 2 directors and can have a maximum of 15 directors. These directors can be removed for various reasons, including poor performance, a better candidate being selected or involvement in fraudulent activities. 

In this blog post, we shall guide our readers on how to remove a director from a private limited company. We shall also discuss common reasons for removal of directors and consequences that arise from a director’s removal.

Common Reasons for Removal of Directors

Some of the most common reasons for removal of company directors include:

• Disqualification under Companies Act 2013,

• Absence from board meetings for over 12 months,

• Entering into contracts/agreements that are contrary to provisions under Section 184,

• Deemed as disqualified by the Court/Tribunal,

• Convicted for an offense and sentenced imprisonment for a minimum of 6 months,

• Failure to comply with terms and conditions of Companies Act 2013,

• Voluntary resignation from directorship position,

• Failure to fulfill duties and responsibilities,

• Performance not up to par.

Director Removal Process for a Private Limited Company

The process for removal of directors under companies act, 2013, involves the following steps:

Step 1: The private ltd company must call for a board meeting by providing a seven days’ prior intimation to all the company directors. For this, a special notice must be sent to the directors to inform them about the director’s removal.

Step 2: During the Board Meeting, a resolution must be passed for convening an extraordinary general meeting along with the resolution for director’s approval subject to consent of all the shareholders of pvt ltd co.

Step 3: By giving 21 days prior notice to shareholders, an extraordinary general meeting must be held. The shareholders of pvt ltd co will be requested to vote on the matter during the meeting. The resolution for removal of director in private company will be passed only if the majority of the members favour the decision.

Step 4: The director of the company will have the opportunity of being heard before the resolution gets passed.

Step 5: Upon passing the resolution, forms DIR-11 and DIR-12 must be filed with the Registrar of Companies (ROC). These forms must include necessary attachments of the Board Resolution as well as the Ordinary Resolution.

Step 6: Once the forms are filed and all the formalities are fulfilled, the name of director will be struck off from the official MCA portal.

Consequences of Director Removal

A director is one of the most important executives in a private limited company. Their dismissal gives rise to the following consequences:

• A director, upon their dismissal, is no longer responsible for the company’s operations, management and decision-making.

• Upon removal, the director stops having the authority to act on the company’s behalf and no longer represents the company’s interests.

• The dismissal of the director must be carried out in a legitimate manner, in accordance with the Companies Act 2013 and the Articles of Association. In case the dismissal isn’t carried out appropriately, the company can face legal disputes and potential claims against it. 

• Removing a director, especially from a well-known company, can significantly impact the company's reputation if the information becomes public. Therefore, such a process must be handled carefully in a confidential manner.

Conclusion

It is possible for the shareholders of a private limited company to remove a director before the end of their term. However, it is important to note that this action must be carried out in alignment with the provisions outlined in the Companies Act. Once the director has been removed, it is essential to file Form DIR-11 and DIR-12 to notify the Registrar of Companies.

Frequently Asked Questions (FAQs)

Q1. Which Act authorizes the shareholders to remove directors?

A. The Companies Act 2013 authorizes the shareholders to remove a director. This Act also provides the director with the right to represent themselves.

Q2. Which forms need to be filed to inform ROC regarding the removal of a director?

A. To inform the ROC about the removal of a director, two forms need to be filed i.e., Form DIR-11 and Form DIR-12. Form DIR-11 is filed by the resigning director and Form DIR-12 is filed by the company.

Q3. What is the Removal of Director Section 169 of the Companies Act?

A. Section 169 of the Companies Act 2013 is a section that deals with removal of directors before the end of their terms. This section allows shareholders to remove a director via ordinary resolution.

Q4. What happens if a director does not attend board meetings for 12 months?

A. If a director fails to attend board meetings for a continuous period of 12 months, their office will be automatically as per 167(1)(b).

Q5. Can NCLT order removal of the company director?

A. Yes, NCLT can order removal of a company director under specific circumstances outlined in Section 242.

Q6. Can a company remove its director through a board meeting or does EGM need to be held?

A. A board meeting alone is not enough to remove a director. Therefore, an EGM must be held wherein shareholders can vote on an ordinary resolution for the removal.

Q7. Which company document deals with appointment/removal of directors?

A. The Articles of Association deals with the appointment as well as removal of the directors.

Q8. Who needs to file DIR-11 form with ROC?

A. The resigning director needs to file DIR-11 form with ROC.

Q9. Why does DIR-12 form need to be filed with ROC?

A. DIR-12 form needs to be filed to inform ROC about changes in company directors, including their removal. 

Q10. What is the deadline for filing DIR-11 and DIR-12 forms?

A. The deadline for filing DIR-11 and DIR-12 forms is within 30 days of the event being reported. 


If you need assistance in the director removal process, you can contact us. We’ll help you throughout the director removal process and ensure it complies with the legal requirements.

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