Removal of Directors

Removal of Directors

Getting rid of a director is a legal process that needs to follow the rules set out in the Companies Act, 2013. There are specific steps that must be taken to make sure the removal is completely valid, fair, and done by the book.

At G K B & Associates, we handle the entire process with great care. We focus on protecting your company's legal rights, helping you avoid any potential disputes, and making sure all the required official filings are submitted right on schedule.

Benefits of Properly Removing a Director

Maintain Good Governance – Ensure only active and compliant members remain on the board.

Avoid Liability Risks – Prevent personal liability from actions of an unfit or inactive director.

Protect Company Reputation – Remove directors whose conduct harms the business image.

Ensure MCA Compliance – Avoid penalties from not updating director changes in records.

Enable Smooth Leadership Transition – Facilitate new appointments without legal obstacles.

Documents Needed for Removal of Director

From the Company:

From the Concerned Director (if resignation):

Common Supporting Documents:

Grounds for Removal

• 1. Absence from all board meetings for 12 months
• 2. Disqualification under Section 164
• 3. Court or Tribunal order
• 4. Mismanagement, fraud, or breach of fiduciary duties

Voluntary vs. Compulsory Removal

• ✅   Resignation – Director steps down voluntarily; only board resolution & MCA filing required.
• ✅  Compulsory Removal – Requires special notice, shareholder approval, and opportunity for the director to present their case.

Timeframe: Voluntary resignation – 2–5 working days; Compulsory removal – 10–20 working days.

Post-Removal Updates: Inform banks, tax authorities, and other statutory bodies of the change.