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Resignation and Removal of Directors




Basic Information



Director is entrusted with the powers of management and administration of the Company. Outgoing Director can either resign or can be removed from the Company by following the due procedure of law.


In such cases, a Director can resign or be removed by filing the intimation of change of Director with MCA.


The procedure for resignation of director and removal of Director by the Board or Shareholders vary. Outgoing Director can resign by giving a simple resignation letter in writing to the company and the Company shall file the necessary documents and e-forms with MCA within 30 days. A Director is also required to file the copy of resignation to the ROC by filing necessary documents and e-forms.


LEGALRAJ will help you to legally remove or comply with director resignation process. The average time taken to file for resignation of director is about 1 to 5 working days, subject to government processing time and client document submission.



What will you receive in Director’s Resignation package ?



  1. DSC token of the resigning Director
  2. Resignation Letter of the resigning Director
  3. Resolution for his resignation from the Company
  4. Relieving Letter to Director from Company
  5. Filing of Form DIR-12 for change in the Board of the Company



What are the Types of Directors in a Company ?


1. Executive Director:


Executive Director is in full-time employment of the Company. He looks after the day-to-day business affairs and administrative functions of the Company. Executive Directors can draw salary, attend board meetings and represent the Company in the World.


2. Non – Executive Director:


Non-Executive Director is not engaged in the day-to-day business affairs and administrative functions of the Company. He is entitled to attend Company Meetings and can provide professional services to the Company. Being a Non-Executive Director, he cannot draw salary firm the Company.​​​​​​​


3. Managing Director:


Managing Director is a Director who is entrusted with substantial powers of management of the affairs of the company. The Roles and Responsibilities of the Managing Director are governed by the Articles of Association or the Agreement between the Company and such Director.​​​​​​​


4. Additional Director:


Board of Directors of the Company can appoint a Director between two annual general meetings subject to the provisions of the Articles of Association of a company. Such Director is called Additional Director. He can hold office only upto the date of next Annual General Meeting of the Company.​​​​​​​


5. Alternate Director:


In cases where Original Director is absent for a period of not less than three months, Alternate Director may be appointed by the Board of Directors to act for and on behalf of such absent Director.



What is the process for Resignation of Director ?



Step 1: Preparing the Resignation Letter of the resigning Director

Step 2: submission of the resignation letter to the Board of Company

Step 3: Board of Directors accept the resignation by passing the resolution

Step 4: File the Form DIR-11 for Notice of resignation with ROC

Step 5: File the Form DIR-12 for return of change in the Board of the Company


The entire process for registration of Company will take at least 2 to 4 working days from the receipt of all the necessary documents and filing with the ROC.


What Documents are required for Director Resignation ?


  1. DSC of the Resigning Director; and
  2. Resignation letter of the Resigning Director