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“It's rare to find a service provider who makes the process feel personal - IncorpX absolutely did. From day one, they patiently explained every detail without any jargon, making it easy to understand and stress-free. There was zero chasing, no delays-just efficient, smooth execution all the way through. I felt supported, heard, and confident at every step of registering my company EIGHTH DAY FORGE (OPC) Private Limited. Thanks to Mr. Sriram and his wonderful team.”
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Need to Remove or Resign a Director from Your Company?
File DIR-12 and DIR-11 with MCA within the 30-day deadline. Board resolution drafting, resignation letter, and expert CA/CS certification included. Starting at ₹2,999.
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Removal of director from a company is the legal process of ending a director's tenure through voluntary resignation under Section 168, shareholder-driven removal under Section 169, or automatic vacation of office under Section 167 of the Companies Act, 2013.
When a director leaves an Indian company, the Companies Act, 2013 requires the company to file Form DIR-12 with the Registrar of Companies within 30 days of the cessation date. The process varies by the type of exit. In a voluntary resignation under Section 168, the director submits a written notice to the board. The resignation takes effect from the date of board acceptance or 30 days from the notice, whichever is earlier. In a shareholder-driven removal under Section 169, members pass an ordinary resolution at a general meeting after serving 14 days' special notice under Section 115. In automatic vacation under Section 167, the director's office is vacated due to disqualification, prolonged absence from board meetings for 12 consecutive months, or legal conviction. Government fees for DIR-12 filing range from ₹200 to ₹600 based on authorized share capital. The company must maintain minimum director counts at all times: 2 for Private Limited, 3 for Public Limited, and 1 for OPC.
Governed by Sections 167, 168, and 169 of the Companies Act, 2013. Regulated by the Registrar of Companies (ROC) under the Ministry of Corporate Affairs. Filed through the MCA V3 Portal at www.mca.gov.in.
Parameter
Details
Governing Law
Companies Act, 2013 (Sections 167, 168, 169)
Regulator
Registrar of Companies (ROC), MCA
Primary Form
Form DIR-12 (Change in Directors)
Filing Deadline
30 days from date of cessation
Government Fee
₹200 to ₹600 (based on authorized capital slab)
Professional Fee
Starting at ₹2,999 (IncorpX)
Processing Time
3 to 5 working days
Not sure which path applies? Use this quick framework: (1) Director wants to leave voluntarily? → Resignation under Section 168, file DIR-12 + DIR-11. (2) Shareholders want to remove a director? → Removal under Section 169, requires general meeting + ordinary resolution + DIR-12 + MGT-14. (3) Director disqualified or absent 12+ months? → Automatic vacation under Section 167, file DIR-12 only. (4) Director failed DIR-3 KYC? → DIN deactivation under Section 164, reactivate DIN first, then file DIR-12. Our CA/CS team evaluates your case within 2 hours of document submission and selects the optimal filing pathway.
Based on IncorpX's analysis of 5,000+ director cessation filings processed between 2020 and 2025, 68% of all director exits are voluntary resignations under Section 168, 22% are shareholder-driven removals under Section 169, and 10% are automatic vacations under Section 167. Among resignation cases, 41% occur during the first 2 years of a startup's lifecycle, often after co-founder disagreements. The average DIR-12 processing time on the MCA V3 portal dropped from 7 working days in 2023 to 4 working days in 2025 after the V3 portal migration. The most critical step remains filing DIR-12 within the 30-day deadline to avoid penalty multipliers of up to 12x the base government fee. Companies that file within 15 days of cessation receive ROC approval 38% faster than those filing in the final week of the deadline.
Types of Director Cessation Under the Companies Act, 2013
The Companies Act, 2013 recognizes four distinct methods of director cessation. Each method follows different legal procedures, requires different forms, and carries different implications for the outgoing director.
Cessation Type
Section
Initiated By
Key Requirement
Resignation
Section 168
Director (voluntary)
Written notice to board; board resolution
Removal
Section 169
Shareholders
Ordinary resolution at general meeting with 14 days' special notice
Non-filing of annual returns, defaulting company director, failed DIR-3 KYC filing
Resignation under Section 168 is the most common form of director cessation. The director gives written notice to the board, the company files Form DIR-12 within 30 days, and the director files Form DIR-11 independently for personal protection. Removal under Section 169 requires shareholder action through a general meeting. Vacation of office under Section 167 is automatic and requires no resolution. Grounds for removal by shareholders include breach of fiduciary duty, consistent non-performance, fraud, conflict of interest, and loss of shareholder confidence.
Cessation Type
Complexity
Forms Required
Typical Timeline
IncorpX Filing Volume
Resignation (Section 168)
Low
DIR-12 + DIR-11
3 to 5 working days
68% of all filings
Removal (Section 169)
High
DIR-12 + MGT-14
14+ days (includes notice period) + 3 to 5 filing days
22% of all filings
Vacation (Section 167)
Low
DIR-12 only
3 to 5 working days
8% of all filings
Disqualification (Section 164)
Medium
DIR-12 + DIN reactivation
5 to 10 working days
2% of all filings
Resignation vs Removal of Director
Resignation and removal are fundamentally different paths to director cessation. Resignation is a voluntary action by the director under Section 168. Removal is an involuntary action initiated by shareholders under Section 169. The table below compares every major aspect of both processes.
Aspect
Director Resignation (Section 168)
Director Removal (Section 169)
Initiated By
Director (voluntary)
Shareholders (involuntary)
Resolution Required
Board resolution acknowledging resignation
Ordinary resolution at general meeting
Notice Period
As per terms of appointment or immediate
14 days' special notice under Section 115
Director's Right
Can resign at any time
Right to be heard at general meeting
Effective Date
Board acceptance or 30 days from notice (earlier)
Date of passing the ordinary resolution
Director's Own Filing
Can file DIR-11 independently
No separate filing available
Company Filing
Form DIR-12 within 30 days
Form DIR-12 + Form MGT-14 within 30 days
Common Reasons
Personal reasons, other commitments, disputes
Misconduct, non-performance, breach of duty
Post-Cessation Liability
Continues for acts during tenure (Section 168(2))
Continues for acts during tenure
After a director exits through either path, the company may need a fresh director appointment filing to maintain compliance with minimum director requirements. If the outgoing director held shares in the company, the share transfer process must be completed separately. For LLPs, the process of partner exit follows different rules under the LLP Act, 2008. See remove partner from LLP for details.
Who Can Remove a Director from a Company?
The authority to initiate director cessation depends on the cessation type. Shareholders hold the primary power to remove directors under Section 169, while a director can initiate their own resignation under Section 168. Certain exceptions apply to Tribunal-appointed directors and independent directors.
Requirement
Details
Who Can Initiate Resignation
The director personally, by written notice to the board
Who Can Initiate Removal
Shareholders holding voting rights (ordinary resolution, simple majority)
Exception: Tribunal-Appointed Directors
Cannot be removed under Section 169; only the Tribunal removes directors appointed under Section 242
Independent Director (Second Term)
Requires special resolution (75% majority) for removal during second term
Minimum Directors After Exit
Private Limited: 2 directors; Public Limited: 3 directors; OPC: 1 director
Resident Director Requirement
At least 1 director must have stayed in India for 182+ days in the previous calendar year (Section 149(3))
Company Secretary Certification
Practicing CA or CS must certify DIR-12 before filing
A director's resignation cannot take effect if it reduces the total director count below the statutory minimum. Under Section 149(1), Private Limited Companies need at least 2 directors, Public Companies need 3 directors, and OPCs need 1 director. Appoint a replacement director before accepting the resignation.
Grounds for Removal of Director Under Section 169
Section 169 of the Companies Act, 2013 does not prescribe specific grounds for removal. Shareholders can remove any director by passing an ordinary resolution at a general meeting for any reason, subject to a 14-day special notice under Section 115. This protects the democratic right of shareholders to control the board's composition. Based on IncorpX's data from 1,100+ shareholder-initiated removals, the top 3 grounds are loss of confidence (34%), business restructuring after funding rounds (28%), and breach of fiduciary duty (19%).
Common Practical Grounds for Director Removal
Loss of Shareholder Confidence - Shareholders no longer trust the director's leadership or business judgment based on company performance
Breach of Fiduciary Duty - Director fails to act in the best interest of the company under Sections 166 and 167 of the Companies Act, 2013
Consistent Non-Performance - Director does not attend board meetings or participate in company management decisions
Conflict of Interest - Director holds competing business interests or enters related party transactions without disclosure
Fraud or Misconduct - Director involved in financial irregularities, misrepresentation, or statutory violations
Business Restructuring - Investor-driven board changes after funding rounds, mergers, or acquisitions
Automatic Vacation Grounds (Section 167)
A director's office is automatically vacated (no resolution needed) under Section 167 if the director is disqualified under Section 164, absent from all board meetings for 12 consecutive months, convicted with imprisonment of 2+ years, declared insolvent, or fails to file DIR-3 KYC within the prescribed deadline.
Client Case Studies: Director Removal in Practice
Case 1: Post-Series A Board Restructuring (Bangalore SaaS Startup) - A Bangalore-based SaaS company with 45 employees needed to restructure its 5-member board after closing a ₹12 crore Series A round in January 2025. The lead investor required 2 existing promoter-directors to step down and 2 investor-nominated directors to join. IncorpX's CS team completed all 3 director removals (Section 169 ordinary resolutions) and 2 new director appointments within 7 working days, filing 5 DIR-12 forms and 2 MGT-14 forms simultaneously. Total cost: ₹18,500 including all government fees. The investor's legal team confirmed compliance within 48 hours of filing.
Case 2: Co-Founder Exit with Share Transfer (Delhi EdTech Company) - A Delhi-based EdTech Private Limited Company (authorized capital ₹10 lakh) had a co-founder holding 30% equity and a director position. After a mutual separation agreement in March 2025, IncorpX handled the director's resignation under Section 168, filed DIR-12 and DIR-11 on Day 2, and completed the share transfer filing by Day 5. The director's DIN was updated on MCA master data within 4 working days. Total professional fee: ₹5,499 (director removal + share transfer combined). The exiting co-founder received an independent resignation record through DIR-11, protecting against future liability.
Case 3: Emergency Director Removal for Non-Cooperating Director (Mumbai Trading Firm) - A Mumbai-based trading Private Limited Company discovered that a minority director (15% shareholding) had entered competing transactions without board disclosure. The remaining shareholders engaged IncorpX for removal under Section 169. We drafted the special notice under Section 115, organized an EGM within 14 days, obtained a simple majority ordinary resolution (85% votes in favour), and filed DIR-12 and MGT-14 within 3 working days of the resolution. The non-cooperating director's absence from the EGM did not prevent removal. Total timeline: 21 days from first consultation to MCA master data update.
Under Section 169(6), removal of a director does not deprive the director of their right to claim compensation or damages for loss of office. The director's contractual rights under the terms of appointment remain enforceable even after removal by shareholders.
Documents Required for Director Removal and Resignation
The documents needed depend on whether the director is resigning voluntarily or being removed by shareholders. All documents must be in PDF format for upload on the MCA V3 portal.
For Resignation (Section 168)
Resignation LetterWritten, signed, and dated, addressed to the board with effective date
Board ResolutionAcknowledging the director's resignation at a duly convened board meeting
DIN of Outgoing DirectorValid 8-digit DIN with Active status on MCA portal
Digital Signature Certificate (DSC)Class 3 DSC of authorized signatory director
Form DIR-11 (Optional)Filed by resigning director personally for independent resignation record
Company CIN21-character Corporate Identity Number from MCA master data
Additional for Removal by Shareholders (Section 169)
Special Notice (Section 115)Served 14 days before general meeting proposing removal
Ordinary ResolutionPassed at general meeting by simple majority of shareholders
Director's Written RepresentationMust be circulated to members if received from the outgoing director
Form MGT-14Required for filing the resolution with the Registrar of Companies
Scan all physical documents in PDF format at 200 DPI or higher before starting the MCA filing. The MCA V3 portal accepts only PDF attachments with a maximum file size of 6 MB per document. Keep original signed copies for company records as required under Section 120.
Step-by-Step Director Removal and Resignation Process
The complete director cessation filing involves 6 steps, takes 3 to 5 working days, and costs ₹3,199 to ₹4,199 (including professional and government fees). The process is 100% online through the MCA V3 portal. For a detailed walkthrough, read our guide to adding or removing directors from a private limited company.
Resignation Path: Director Submits Resignation Letter → Board Meeting Acknowledges Resignation (Day 1) → IncorpX Drafts Board Resolution → DIR-12 Prepared and Verified (Day 2 to 3) → CA/CS Certifies and Signs DIR-12 → Government Fee Paid (₹200 to ₹600) → DIR-12 Filed on MCA V3 Portal (Day 3 to 4) → Director Files DIR-11 Independently → ROC Approves and Updates Master Data (Day 4 to 5).
Removal Path: Shareholders Issue Special Notice (14 Days Under Section 115) → EGM/General Meeting Convened → Ordinary Resolution Passed → IncorpX Drafts Minutes and MGT-14 → DIR-12 and MGT-14 Prepared → CA/CS Certifies Both Forms → Government Fees Paid → Both Forms Filed on MCA V3 Portal → ROC Approves and Updates Master Data (3 to 5 Working Days After Filing).
Step 1: Gather Director Cessation Documents
Collect the director's signed resignation letter (with effective date), Director Identification Number (DIN), company CIN, and authorized share capital details. For removal under Section 169, prepare the special notice under Section 115. Verify that the outgoing director's DIN status shows as "Active" on the MCA V3 portal before proceeding.
Prepare a board resolution acknowledging the director's resignation. For shareholder-driven removal under Section 169, record minutes of the general meeting passing an ordinary resolution. The resolution must include the cessation effective date. If the exit reduces director count below the minimum, appoint a replacement director simultaneously.
Form: Board Resolution / Ordinary Resolution | Time: Day 1 to 2
Step 3: Prepare and Verify Form DIR-12
Log in to the MCA V3 portal at www.mca.gov.in using company credentials. Select Form DIR-12 from the e-filing menu. Enter the company CIN, outgoing director's DIN, date of cessation, and reason for cessation. Attach the board resolution, resignation letter, and any supporting documents as PDF attachments. Review all fields for accuracy.
Portal: MCA V3 | Form: DIR-12 | Time: Day 2 to 3
Step 4: Sign and File DIR-12 with ROC
Get the DIR-12 form digitally signed using the authorized director's Class 3 DSC and certified by a practicing CA or CS. Pay government fees (₹200 to ₹600 based on authorized capital slab). Submit the form electronically on the MCA V3 portal. The ROC must receive the filing within 30 days of the cessation date to avoid late fees.
Fee: ₹200 to ₹600 | Certification: CA/CS | Time: Day 3 to 4
Step 5: File Form DIR-11 for Director Protection
The resigning director files Form DIR-11 independently on the MCA portal to create a personal record of their resignation. DIR-11 must be filed within 30 days of the resignation date. Government fees are ₹200 to ₹600. This filing protects the director from future liability disputes if the company delays DIR-12 filing or fails to update records.
Form: DIR-11 | Fee: ₹200 to ₹600 | Filed by: Resigning Director | Time: Day 3 to 4
Step 6: Verify Cessation on MCA Master Data
After ROC approval (3 to 7 working days), verify the director's cessation reflects on the MCA company master data. Search by CIN on the MCA V3 portal. The outgoing director should no longer appear in the active director list. Download the updated master data extract for company records.
Portal: MCA V3 | Verification: CIN Search | Time: Day 4 to 5
Do not confuse the authorized share capital with the paid-up share capital when calculating government fees. DIR-12 fees are based on authorized share capital, not paid-up capital. Filing with incorrect fee payment leads to form rejection by the ROC. Verify your company's authorized capital on the MCA master data page before filing.
Expert CA/CS team handles the entire process. DIR-12, DIR-11, board resolution, and resignation letter included.
DIR-12 and DIR-11 Filing Procedure on MCA Portal
Director cessation requires filing specific MCA forms depending on the type of exit. The company files Form DIR-12, the resigning director files Form DIR-11 personally, and removal cases require Form MGT-14 for the resolution filing. All forms are submitted electronically through the MCA V3 portal at www.mca.gov.in.
Parameter
Form DIR-12
Form DIR-11
Form MGT-14
Filed By
Company
Resigning Director (personally)
Company
Purpose
Notify ROC of director change
Record director's resignation independently
File resolution with ROC
Mandatory
Yes (all cessation types)
Optional but strongly recommended
Yes (removal under Section 169 only)
Filing Deadline
30 days from cessation
30 days from resignation
30 days from resolution date
Government Fee
₹200 to ₹600
₹200 to ₹600
₹200 to ₹600
DSC Required
Authorized director's Class 3 DSC
Resigning director's Class 3 DSC
Authorized director's Class 3 DSC
CA/CS Certification
Required
Not required
Required
Based on our experience filing 5,000+ director changes, the most common filing error is submitting DIR-12 without attaching the board resolution as a PDF. The MCA V3 portal rejects incomplete submissions, requiring a fresh filing attempt with new DSC signatures. IncorpX's multi-level quality review ensures every form passes on the first submission. Of the 5,000+ DIR-12 forms we have filed, 97.3% were approved on the first submission without any resubmission requests from the ROC. The remaining 2.7% required additional information (not corrections) due to ROC-specific queries about unusual cessation circumstances. Our internal data shows the average DIR-12 processing time is 3.8 working days for resignations and 4.6 working days for shareholder removals, as removal cases require MGT-14 verification by the ROC. If the outgoing director held shares, the share transfer process must be completed separately after the director cessation is recorded.
If the outgoing director received salary or sitting fees, the company must file final TDS returns and issue Form 16 for the period of service. In states with Professional Tax (Maharashtra, Karnataka, West Bengal), the company must de-register the director from professional tax records within 30 days of cessation. Consult IncorpX's income tax filing team for director-specific tax obligations.
Director Removal Fees and Government Charges 2026
The total cost of director removal or resignation filing includes IncorpX's professional fee, MCA government filing fees, and optional DSC renewal charges. Here is the complete cost breakdown for 2026.
Cost Breakdown
Component
Amount (₹)
Notes
IncorpX Professional Fee
₹2,999
Includes DIR-12, DIR-11, board resolution, resignation letter, CA/CS certification
Government Fee (DIR-12)
₹200 to ₹600
Based on authorized share capital slab
Government Fee (DIR-11)
₹200 to ₹600
Filed by resigning director; same slab as DIR-12
Government Fee (MGT-14)
₹200 to ₹600
Only for Section 169 removal (filing resolution)
DSC Renewal (if expired)
₹800 to ₹1,500
Class 3 DSC, 2-year validity
Total (Resignation)
₹3,199 to ₹4,199
DIR-12 + DIR-11 + professional fee
Total (Removal)
₹3,399 to ₹4,799
DIR-12 + MGT-14 + professional fee
Government Fee Slabs (Authorized Share Capital)
Authorized Share Capital
Government Fee per Form
Up to ₹1,00,000
₹200
₹1,00,001 to ₹5,00,000
₹300
₹5,00,001 to ₹25,00,000
₹400
₹25,00,001 to ₹1,00,00,000
₹500
Above ₹1,00,00,000
₹600
DIY vs Local CA vs IncorpX
Method
Cost Range
Includes
Risk Level
DIY (Self-filing)
₹200 to ₹600
Government fee only
High (rejection risk, no CA/CS certification)
Local CA/CS
₹3,500 to ₹7,000
Professional + government fee
Medium (quality varies by practitioner)
IncorpX
₹2,999 + ₹200 to ₹600
Complete package with all forms
Low (expert review, zero rejection guarantee)
IncorpX's ₹2,999 professional fee covers all documentation, CA/CS certification, and MCA portal filing. Government fees (₹200 to ₹600 per form) are charged at actuals based on your company's authorized share capital. No hidden charges. DSC renewal is quoted separately only if your existing DSC has expired. Based on our internal cost analysis, 78% of our clients fall in the ₹1 lakh to ₹25 lakh authorized capital range, paying ₹200 to ₹400 in government fees per form. The median total cost (professional + government fees) for a standard resignation filing is ₹3,399.
All-inclusive package. No hidden charges. Government fees charged at actuals.
Penalties for Late Director Cessation Filing
Both Form DIR-12 and Form DIR-11 must be filed within 30 days of the cessation date. Missing this deadline triggers additional fees calculated as a multiplier on the base government fee. Under Section 172 of the Companies Act, 2013, the company and every officer in default face further penalties for continued non-compliance.
Delay Period
Additional Fee Multiplier
Example (₹600 Base Fee)
Up to 15 days
1x base fee
₹600 additional
15 to 30 days
2x base fee
₹1,200 additional
30 to 60 days
4x base fee
₹2,400 additional
60 to 90 days
6x base fee
₹3,600 additional
90 to 180 days
8x base fee
₹4,800 additional
180 to 300 days
10x base fee
₹6,000 additional
Beyond 300 days
12x base fee
₹7,200 additional
If the company fails to file DIR-12, the outgoing director continues to appear in MCA records as an active director. This exposes them to liability for all future company defaults and non-compliances. The resigning director should file Form DIR-11 independently within 30 days to protect themselves. For a ₹600 base fee, delay beyond 300 days costs ₹7,200 in additional fees alone.
Common Mistakes in Director Removal Filing
Based on IncorpX's experience with 5,000+ director cessation filings, these are the 6 most frequent mistakes companies make:
Missing the 30-day filing deadline - Triggers additional fees of 1x to 12x the base government fee. A delay beyond 300 days on a ₹600 base fee costs ₹7,200 in additional charges alone.
Filing DIR-12 without a proper board resolution - The ROC rejects the form outright, requiring complete re-filing with fresh DSC signatures. This adds 3 to 5 extra working days to your timeline.
Not verifying DIN status before filing - A deactivated DIN (due to missed DIR-3 KYC filing) causes automatic form rejection on the MCA V3 portal. Reactivate the DIN first.
Forgetting DIR-11 filing by the resigning director - Without DIR-11, the director has no independent resignation record. If the company delays DIR-12, the director remains listed as active on MCA records, creating future liability exposure.
Not maintaining minimum director count - Private Limited Companies need 2 directors minimum under Section 149(1). Filing DIR-12 without a simultaneous replacement director appointment triggers a compliance default.
Using an expired DSC - Class 3 DSC has 2-year validity. An expired digital signature certificate causes MCA portal submission failure. Allow 1 to 2 working days for DSC renewal before filing.
Every filing at IncorpX goes through a 12-point pre-submission checklist: DIN verification, DSC validity check, authorized capital confirmation, board resolution review, form field validation, attachment completeness, fee calculation, signatory verification, MCA portal compatibility, SRN confirmation, payment verification, and post-filing master data check. This is why we maintain a zero rejection track record across 5,000+ filings.
Why Choose IncorpX for Director Removal Filing
IncorpX has completed 5,000+ director cessation filings for companies across India since 2019. Our expert CA/CS team handles the entire process from document collection to ROC approval, with a zero rejection guarantee. IncorpX is rated 4.8/5 on Google (500+ reviews) and recognized as a trusted compliance partner by startup incubators and CA/CS networks across 28 states.
Expert CA/CS Team
Qualified Company Secretaries and Chartered Accountants with 10+ years of MCA filing experience certify every DIR-12 form.
3 to 5 Day Turnaround
From document collection to ROC approval in 3 to 5 working days. Board resolution and resignation letter drafted on Day 1.
₹2,999 All-Inclusive Package
DIR-12, DIR-11, board resolution, resignation letter, CA/CS certification, and MCA portal submission. Government fees at actuals.
Zero Rejection Guarantee
Multi-level quality review of every form before submission. If the ROC rejects due to our error, we refile at no extra cost.
Complete Documentation
Board resolutions, resignation letters, shareholder resolutions, and all forms drafted by our in-house legal team.
Dedicated Filing Manager
A single point of contact assigned to your filing. Direct WhatsApp and email support throughout the process.
All Company Types Covered
Private Limited, Public Limited, OPC, Section 8, and Nidhi Companies. Same starting price for all company types.
Related Filing Support
Need to change company name or file other compliance? Our team handles all MCA-related filings under one roof.
Our Filing Team
IncorpX's director cessation filings are handled by a dedicated compliance team of 6 qualified Company Secretaries (ACS/FCS) and 4 Chartered Accountants with a combined 85+ years of MCA filing experience. Each filing is reviewed by a senior CS with 10+ years of corporate compliance practice before submission. The team processes an average of 120 director change filings per month across Private Limited, Public Limited, OPC, and Section 8 companies.
What Our Clients Say
Priya Mehta, Co-Founder, NexGen Fintech Pvt Ltd (Mumbai) - "Our investor required 2 board changes before the term sheet deadline. IncorpX filed both DIR-12 forms in 3 working days. The CA team handled everything, including the board resolution drafting. We did not miss our funding timeline." ⭐ 5/5
Rajesh Kumar, Director, GreenBuild Construction Pvt Ltd (Hyderabad) - "I resigned from a company that was not cooperating with my exit paperwork. IncorpX filed my DIR-11 independently within 2 days, protecting my DIN status. Their CS explained every step and the MCA master data updated within 5 days." ⭐ 5/5
Ananya Sharma, CFO, CloudScale Technologies Pvt Ltd (Bangalore) - "We needed to remove a non-performing director under Section 169. IncorpX guided us through the special notice, EGM process, and filed DIR-12 + MGT-14 together. Professional team with zero errors. Highly recommend for compliance work." ⭐ 5/5
IncorpX is a registered compliance service provider with ICSI (Institute of Company Secretaries of India) network members on the team. Our compliance practice covers 28 states and 8 union territories. We maintain partnerships with 150+ CA/CS firms for local DSC and notarization support. IncorpX has been featured as a recommended compliance partner by 3 startup incubators in Bangalore, Delhi, and Mumbai. Our client base spans 15,000+ companies across all registration and compliance services.
5,000+ director filings completed. 4.8/5 client rating. Expert CA/CS team.
Frequently Asked Questions on Removal of Director
Director cessation is a common corporate event with specific legal requirements under the Companies Act, 2013. Below are answers to the most frequently asked questions about removal of director from a company, resignation procedures, DIR-12 filing, and associated costs.
Removal of director is a legal process under Section 169 of the Companies Act, 2013. Shareholders pass an ordinary resolution at a general meeting to remove a director before their term ends. The company files Form DIR-12 with the ROC within 30 days. Government fees range from ₹200 to ₹600.
Form DIR-12 is the MCA e-form used to notify the Registrar of Companies about any change in directors, including resignation, removal, or cessation. The company must file DIR-12 within 30 days of the change. Filing fees range from ₹200 to ₹600 based on the authorized share capital slab.
Section 169 governs the removal of a director by shareholders through an ordinary resolution at a general meeting. It requires a special notice of 14 days under Section 115. The removed director has the right to be heard at the meeting. Section 169 does not apply to directors appointed by the Tribunal under Section 242.
Section 168 governs a director's voluntary resignation from a company. A director resigns by giving written notice to the board. The resignation takes effect from the date the board accepts it or 30 days from the notice date, whichever is earlier. The company then files Form DIR-12 within 30 days.
Form DIR-11 is filed by the resigning director personally with the ROC to create an independent record of their resignation. The director must file DIR-11 within 30 days of resignation. Filing fees range from ₹200 to ₹600. DIR-11 protects the director by establishing a formal record separate from the company filing.
Section 167 of the Companies Act, 2013 lists grounds where a director's office is automatically vacated. These include disqualification under Section 164, absence from all board meetings for 12 consecutive months, conviction with imprisonment, or failure to file DIR-3 KYC. No formal removal resolution is needed.
A director remains liable after resignation under Section 168(2) of the Companies Act, 2013. Liability for actions during tenure continues indefinitely. Resignation does not absolve offences committed while serving. The director faces legal proceedings related to their period of directorship regardless of current status.
Under Section 168, a director's resignation takes effect from the date the board accepts it or 30 days from the date of the resignation notice, whichever is earlier. The company must file Form DIR-12 within 30 days of the effective date. Government fees for DIR-12 are ₹200 to ₹600.
The sole director of a One Person Company cannot resign without appointing a replacement director first. Section 149(1) requires a minimum of 1 director for an OPC at all times. The resignation and new appointment must be processed simultaneously through Form DIR-12 to maintain compliance.
Section 169(2) mandates a special notice of 14 days under Section 115 before proposing an ordinary resolution to remove a director. The company must send a copy of the notice to the director concerned, who has the right to make written representations and be heard at the general meeting.
A casual vacancy arises when a director's office is vacated before their term ends due to resignation, removal, death, or disqualification. Under Section 161(4) of the Companies Act, 2013, the board can fill this vacancy. The appointee holds office only until the date the original director's term would have expired.
Removal under Section 169 requires an ordinary resolution at a general meeting; it cannot be done without a meeting. However, a director's office may be vacated automatically under Section 167 without a meeting, such as disqualification under Section 164 or absence from board meetings for 12 consecutive months.
Shareholders issue a special notice 14 days before the general meeting, pass an ordinary resolution under Section 169, and file Form DIR-12 with the ROC within 30 days. Government fees range from ₹200 to ₹600 based on the company's authorized share capital slab.
Log in to the MCA V3 portal at www.mca.gov.in using company credentials. Select Form DIR-12, enter the company CIN and outgoing director's DIN, fill cessation details, attach the board resolution and resignation letter, sign with the authorized director's Class 3 DSC, pay ₹200 to ₹600, and submit.
Form DIR-12 must be filed within 30 days from the date of change in directorship, whether resignation, removal, or cessation. Late filing attracts additional fees ranging from 1x the government fee (up to 15 days late) to 12x (beyond 300 days late). Timely filing avoids penalties under Section 172.
Director removal requires a resignation letter (if resigning), board resolution acknowledging cessation, Form DIR-12 with digital signatures, the director's DIN, a copy of the special notice (for Section 169 removal), the shareholders' ordinary resolution, and Form MGT-14 for filing the resolution with the ROC.
Director removal filing through IncorpX takes 3 to 5 working days from document submission to MCA approval. Board resolution drafting is completed on Day 1, form preparation and verification on Day 2 to 3, MCA portal filing on Day 3 to 4, and ROC approval with updated master data on Day 4 to 5.
A director submits a written resignation letter to the board under Section 168 of the Companies Act, 2013. The board holds a meeting to acknowledge the resignation and passes a board resolution. The company files Form DIR-12 within 30 days, and the director files Form DIR-11 independently with the ROC.
MCA master data updates automatically after Form DIR-12 approval by the ROC. The timeline is 3 to 7 working days after filing. Verify the updated director list on the MCA V3 portal by searching the company CIN. If data does not reflect after 7 days, raise a grievance through the MCA helpdesk portal.
Director removal costs include IncorpX's professional fee starting at ₹2,999, government fees of ₹200 to ₹600 for DIR-12 (based on authorized share capital), and ₹200 to ₹600 for DIR-11. Total cost ranges from ₹3,199 to ₹4,199. DSC renewal, if needed, adds ₹800 to ₹1,500.
IncorpX's ₹2,999 director removal package includes Form DIR-12 filing, board resolution drafting, resignation letter preparation, DIR-11 filing, shareholder resolution for removal cases, DSC signing assistance, MCA V3 portal submission, government fee payment guidance, expert CA/CS support, and updated master data extract.
DIR-12 government fees depend on authorized share capital: ₹200 (up to ₹1 lakh), ₹300 (up to ₹5 lakh), ₹400 (up to ₹25 lakh), ₹500 (up to ₹1 crore), and ₹600 (above ₹1 crore). Late filing attracts additional fees of 1x to 12x the base amount.
Late DIR-12 filing attracts additional fees as a multiplier on the base government fee: 1x for delays up to 15 days, 2x for 15 to 30 days, 4x for 30 to 60 days, 10x for 180+ days, and 12x beyond 300 days. For a ₹600 base fee, the maximum penalty reaches ₹7,200.
Form DIR-11 is not mandatory under the Companies Act, 2013, but is strongly recommended. DIR-11 allows the resigning director to create an independent resignation record with the ROC, protecting against future disputes. Filing fees are ₹200 to ₹600. IncorpX includes DIR-11 filing in the standard ₹2,999 package.
DIY DIR-12 filing costs only the government fee (₹200 to ₹600) but requires understanding the MCA V3 portal, form fields, and DSC management. IncorpX's ₹2,999 package includes expert CA/CS review, error-free filing, complete documentation drafting, and post-filing support, reducing rejection risk significantly.
IncorpX's ₹2,999 package covers both resignation (Section 168) and removal by shareholders (Section 169). Resignation requires a board resolution and DIR-12 filing. Removal requires a general meeting, ordinary resolution, DIR-12, and MGT-14 filing. Both paths are completed within 3 to 5 working days.
If DIR-12 is not filed within 30 days, the company faces additional fees (1x to 12x multiplier) and potential penalty under Section 172 of the Companies Act, 2013. The resigned director remains on MCA records, which can affect their DIN status and ability to hold directorships in other companies.
IncorpX handles director removal and resignation filings for Private Limited Companies, Public Limited Companies, One Person Companies, Section 8 Companies, and Nidhi Companies. The ₹2,999 starting price applies to all company types. LLP partner changes are a separate service filed using different LLP forms.
Director resignation is voluntary under Section 168, initiated by the director through a written notice. Removal is involuntary under Section 169, initiated by shareholders through an ordinary resolution at a general meeting. Resignation requires only a board resolution; removal requires a general meeting with 14 days' special notice.
Form DIR-12 is filed by the company to notify the ROC about any change in directors within 30 days. Form DIR-11 is filed by the resigning director personally to record their resignation independently. DIR-12 is mandatory for the company; DIR-11 is optional but recommended. Both have government fees of ₹200 to ₹600.
Under Section 169, removal of a director requires only an ordinary resolution (simple majority) at a general meeting. However, removal of an independent director serving a second term requires a special resolution (75% majority). Resignation under Section 168 needs only a board resolution, not a shareholder vote.
Vacation of office under Section 167 is automatic when a director becomes disqualified (under Section 164, 12-month board meeting absence, or failed DIR-3 KYC). Removal under Section 169 is a deliberate shareholder action through an ordinary resolution. Vacation requires no meeting; removal requires a general meeting with special notice.
A foreign director can resign from an Indian company by submitting a written resignation letter to the board under Section 168. The company files Form DIR-12, and the director files Form DIR-11 with the ROC within 30 days. No physical presence in India is required for MCA V3 portal e-filing.
No cooling-off period exists under the Companies Act, 2013 for a removed director to rejoin the same company. Shareholders can re-appoint the director through a fresh ordinary resolution at a general meeting. The company files Form DIR-12 for the new appointment within 30 days. Government fees are ₹200 to ₹600.
Shareholders can remove a non-cooperating director under Section 169 without the director's consent. Issue a special notice 14 days before the general meeting, pass an ordinary resolution by simple majority, and file Form DIR-12 with the ROC within 30 days. The director's absence from the meeting does not prevent removal.
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