Resignation, removal or vacation: which one is it?
A director leaves by resignation (section 168), by removal by the shareholders after special notice (section 169), or by vacating office by law (section 167). In every case the company files DIR-12 within 30 days. A resigning director may file DIR-11 with the reasons; it records the resignation but does not end liability for acts during the tenure.
Who starts the exit decides the route.
| Point | Resignation | Removal | Vacation by law |
|---|---|---|---|
| Section | 168 | 169 | 167 |
| Who starts it | The director | Members, by special notice | Happens automatically on a ground in section 167 |
| Approval needed | None; the board notes it | Ordinary resolution at a general meeting, after hearing the director | None |
| Effective date | Date the company receives the notice, or a later date in the notice, whichever is later | Date of the resolution | Date the ground arises |
| Company filing | DIR-12 within 30 days | DIR-12 within 30 days | DIR-12 within 30 days |
| Director's filing | DIR-11, optional | None | None |
A director who resigns stays liable for offences that took place while he was in office, even after the resignation (section 168(2) proviso).
Section 167 grounds include disqualification under section 164 and absence from all board meetings for 12 months.
How removal under section 169 works
Shareholders can remove a director before his term ends by ordinary resolution, but only after special notice and a fair hearing. The steps and timings are fixed by sections 115 and 169 and Rule 23 of the Companies (Management and Administration) Rules, 2014.
| Step | What happens | Timing |
|---|---|---|
| 1. Special notice | Members holding at least 1% of total voting power, or shares with at least ₹5 lakh paid up, give special notice of the resolution to remove | Not earlier than 3 months and at least 14 days before the meeting |
| 2. Copy to the director | The company sends a copy of the notice to the director concerned | Immediately on receipt |
| 3. Notice to members | The company gives members notice of the resolution | At least 7 days before the meeting |
| 4. Representation | The director may make a written representation, which the company circulates or has read out at the meeting | Before or at the meeting |
| 5. Hearing and vote | The director is heard; members pass an ordinary resolution | At the general meeting |
| 6. Filing | Company files DIR-12 | Within 30 days of the meeting |
The vacancy can be filled at the same meeting by appointing another director, if special notice of that appointment was also given. Otherwise the board can fill it later.
Section 169 does not apply to a director appointed by the Tribunal under section 242. An independent director reappointed for a second term can be removed only by special resolution.
Minimum directors: before anyone leaves
A company must not fall below its minimum number of directors, so plan the replacement before the exit. The minimum is set by section 149(1).
| Company type | Minimum directors |
|---|---|
| Private limited company | 2 |
| Public company | 3 |
| One person company | 1 |
If a resignation would take the board below the minimum, appoint the new director first, and file both changes in the right order. See add a director. The board must also keep at least one director resident in India for 182 days or more during the financial year.
How the work runs
- Route check. Resignation, removal or vacation of office, decided on the facts.
- Drafting. The resignation notice and board resolution, or the special notice, meeting notice and resolution for a removal.
- The meeting. For a removal, the director's representation is circulated and he is heard.
- Filing. DIR-12 filed by the company within 30 days, signed by a continuing director or the company secretary; DIR-11 filed for the director if he chooses.
- Records. Register of directors updated, bank signatory changes coordinated, and the MCA record checked after approval.
We check the dates and the resolution against the resignation notice before filing.
Forms and who signs them
DIR-12 is the company's filing and is signed by someone other than the director who is leaving. The departing director's signature is not needed on it.
| Form or document | Purpose | Signed by | When |
|---|---|---|---|
| Resignation notice | Director's written notice to the company | Resigning director | Start of the process |
| Board resolution | Board notes the resignation, or convenes the general meeting for removal | Board | On receipt of notice |
| Special notice (removal only) | Members' notice of the removal resolution | Members meeting the threshold | 3 months to 14 days before the meeting |
| DIR-12 | Reports the cessation to the MCA, with the notice or resolution and evidence of cessation attached | A continuing director, the MD, CEO, CFO or company secretary, with DSC | Within 30 days |
| DIR-11 (optional) | Director's copy of the resignation with reasons, to the Registrar | Resigning director, with DSC | Within 30 days of resignation |
The fact of the resignation is also placed in the report laid at the company's next general meeting.
Director resignation and removal fees
Our professional fee is ₹999 for a resignation or removal. The MCA fees for DIR-12 and DIR-11 follow the company's authorised capital.
Professional fee
| Service | Regikart fee |
|---|---|
| Resignation: board resolution, DIR-12 and, if wanted, DIR-11 | ₹999 |
| Removal under section 169: special notice, meeting notice and resolution drafts, DIR-12 | ₹999 |
| Replacement director appointment | ₹999 (see director addition) |
Government fee (DIR-12 and DIR-11, each)
| Authorised share capital | Normal fee per form |
|---|---|
| Less than ₹1,00,000 | ₹200 |
| ₹1,00,000 to less than ₹5,00,000 | ₹300 |
| ₹5,00,000 to less than ₹25,00,000 | ₹400 |
| ₹25,00,000 to less than ₹1,00,00,000 | ₹500 |
| ₹1,00,00,000 and above | ₹600 |
| Company without share capital | ₹200 |
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals to the department and are shown separately. Fees verified on 22 September 2026.
If DIR-12 is filed late
A late DIR-12 is still accepted, with an additional fee that grows with the delay. Until it is filed, the MCA record keeps showing the person as a director.
| Delay after the 30-day due date | Additional fee |
|---|---|
| Up to 30 days | 2 × normal fee |
| More than 30 and up to 60 days | 4 × normal fee |
| More than 60 and up to 90 days | 6 × normal fee |
| More than 90 and up to 180 days | 10 × normal fee |
| More than 180 days | 12 × normal fee |
A long default can also lead to a penalty proceeding by the ROC against the company and its officers, separate from these fees.
Mistakes we see
Most exits go wrong on dates and paperwork, not on the law.
- No proof of when the company received the notice. The effective date turns on it. Send it by email and keep the acknowledgement.
- Relying on DIR-11 alone. It does not make the company's DIR-12 unnecessary.
- Removing a director without special notice. The resolution can be challenged.
- Board falling below the minimum. Appoint first, then accept the exit.
- Forgetting DIR-3 KYC. A former director who still holds a DIN must still file KYC in the three-year cycle. See DIR-3 KYC.
Not sure whether this is a resignation, a removal or a vacation of office? Send us the facts and a CS will tell you.