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Director Removal/Resignation

Complete Guide on Process, Compliance, and Filing

If a director decides to resign or the shareholders choose to remove a director, it is mandatory to file an intimation with the Registrar of Companies (ROC) through DIR-12. At Indian Tax Expert, we assist businesses in filing director resignation or removal forms quickly and accurately, ensuring full compliance with the Companies Act, 2013.

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    Overview of Director Resignation and Removal

    A director change includes either the addition of a new director or the removal/resignation of an existing director. The Board of Directors is usually empowered to appoint a director to fill a casual vacancy caused by resignation, death, or disqualification. However, such appointments must be ratified by shareholders during a valid Extraordinary General Meeting (EGM).

    By following the proper process, companies can ensure smooth changes in the board structure without legal complications.

    Stepwise Director Change Procedure

    • Appointment by Board: Board appoints new director for casual vacancy. Shareholder approval in next EGM required.
    • Resignation: Director submits resignation letter; company files DIR-12 with ROC to notify change.
    • Removal/Termination: Shareholders remove director via ordinary resolution in EGM. File DIR-12 within 30 days.
    • Obtaining DIN: Newly appointed directors must obtain a DIN before assuming office.