Record a Director's Exit Cleanly and on Time
Removal of director or resignation handled properly: resolutions, notices and DIR-12 filing prepared by qualified professionals for one to three directors.
- Fixed, itemised price
- Partner CA / CS / advocate
- Free Ambition Pro for 12 months
Removal or Resignation of Director at a glance
- Professional fee
- From ₹2,999 + government fees and GST
- Typical timeline
- Resignation filings typically take a few working days once documents are ready; removals take longer because of the notice and meeting steps, and MCA processing can vary.
- Who handles it
- A qualified professional from the Vibence partner network
- Documents
- Resignation letter from the director, if resigning, Board resolution or meeting details, Special notice and shareholder resolution, if removing and more
- Included free
- Free Ambition Pro for 12 months and domains at cost
Last reviewed October 2026
Directors leave companies for many reasons. Some resign to take up other roles, while in other cases the shareholders decide to remove a director. Either way, the company must follow the process set out in the Companies Act, 2013 and report the change to the Registrar of Companies in Form DIR-12. Delays or gaps can leave an outgoing director still shown on the public record, which helps nobody.
Vibence helps you close this chapter properly. Qualified professionals from the Vibence partner network prepare the board resolutions, notices and DIR-12 filing for the number of directors leaving. For a removal, they explain the special notice and shareholder approval steps involved. For a resignation, they make sure the letter and board noting are in order. The goal is a clear record that reflects who actually runs your company.
Who this is for
- Companies accepting a director's resignation
- Shareholders seeking to remove a director
- Companies restructuring their board after investment
- Founders parting ways with a co-founder director
Proper process
Each step follows the route the law sets for resignation or removal.
Accurate records
The MCA portal is updated so it shows your current board.
Fewer disputes
Clear documents reduce the chance of later disagreement about the exit.
Minimum board kept
You are reminded if the exit would take the board below the legal minimum.
Removal or Resignation of Director packages
Fixed professional fees. Pick a plan or ask us to tailor one.
One director
- Removal or resignation filings for one director
- Form DIR-12 preparation and filing
- Supporting board resolutions and documents
Two directors
- Removal or resignation filings for two directors
- Form DIR-12 preparation and filing
- Supporting board resolutions and documents
Three directors
- Removal or resignation filings for three directors
- Form DIR-12 preparation and filing
- Supporting board resolutions and documents
Government filing fees for DIR-12 and related forms, any late fees and GST on professional fees are payable in addition to the plan price.
Documents you'll need
- Resignation letter from the director, if resigning
- Board resolution or meeting details
- Special notice and shareholder resolution, if removing
- DIN of the outgoing director
- Digital signature certificate of a continuing director
- Company's MOA and AOA
Resignation filings typically take a few working days once documents are ready; removals take longer because of the notice and meeting steps, and MCA processing can vary.
Government filing fees for DIR-12 and related forms, any late fees and GST on professional fees are payable in addition to the plan price.
Qualified professionals from the Vibence partner network, with certification wherever the law requires it.
The process
- Tell us the situationShare whether the director is resigning or being removed, and the dates.
- DraftingA professional prepares the resolutions, notices and supporting papers.
- ApprovalsThe board or shareholders pass the required resolutions.
- DIR-12 filingThe change is reported to the ROC with the necessary attachments.
- ConfirmationYou receive the acknowledgement once the MCA record reflects the change.
Removal or Resignation of Director: FAQs
How does a director resign from a company?
A director resigns by giving written notice to the company. The board notes the resignation, and the company files Form DIR-12 with the ROC, generally within 30 days of receiving the notice. The resignation takes effect from the date the company receives the notice or a later date stated in it. The director may also file their own form with the ROC.
How can shareholders remove a director?
Shareholders can remove a director, other than certain directors appointed by the tribunal, by passing an ordinary resolution at a general meeting. A special notice of the proposed resolution must be given, and the director has the right to be heard and to make a written representation. After the resolution passes, the company files DIR-12 to report the removal.
What happens if DIR-12 is not filed after a resignation?
If the company does not file DIR-12, the outgoing director may continue to appear on the MCA record. This can cause problems for both the person and the company, including confusion over who is responsible for compliance. Late filing also attracts additional fees. Aim to complete the filing within the time allowed.
Can a company have no directors after a resignation?
No. A private company must have at least two directors, a public company at least three and a one person company at least one. If a resignation would take the board below the minimum, a new director should be appointed first or at the same time. We can handle the appointment and exit together.
Does the director remain liable after leaving?
A director who resigns can still be held responsible for offences that occurred while they were in office. Leaving the board does not erase past obligations. This is one reason a properly documented exit and an accurate DIR-12 filing matter. For questions on personal liability, speak to an independent advocate.
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