Removal of Director in India, Resignation and Replacement Rules 2026

Written by CA Nandini Hasija, Krystal7 Consultants. Last updated 23 October 2026.

A company removes a director before the term ends by ordinary resolution at a general meeting under section 169 of the Companies Act, 2013. The members must first give special notice under section 115, and the director has a right to be heard. A director can instead resign by written notice under section 168. In every case the company files Form DIR-12 within 30 days and keeps one director who meets the 182 day rule.

This page covers the three ways a directorship ends: resignation, removal and vacation by law. It then covers how a foreign parent replaces its nominee, what happens to the DIN, and which bank mandates and registrations change.

How do you remove a director of an Indian company?

Members remove a director by ordinary resolution at a general meeting under section 169(1), before the director's term ends. The resolution needs special notice under section 115. The company must send the director a copy and let the director be heard at the meeting. The company then files Form DIR-12 with the Registrar within 30 days.

Removal is a members' power. The board cannot remove a director by board resolution, even a director the board itself appointed. For a foreign owned subsidiary, the members are usually the parent and one nominee shareholder, so the parent controls the vote. Our page on the wholly owned subsidiary explains that structure.

In practice, most foreign groups do not use section 169 at all. They ask the director to resign under section 168, which needs no general meeting. Section 169 is the route when a director refuses to resign, or when a joint venture partner's nominee must go.

A directorship ends in one of three ways. The table compares them.

Route	Who starts it	Section	Resolution needed	Main forms	When it takes effect
Resignation	The director	168	None; the board notes it	Form DIR-12 by the company; Form DIR-11 by the director (optional)	On receipt of the notice, or a later date named in it
Removal	The members	169, with 115	Ordinary resolution after special notice (special resolution for an independent director in a second term)	Form DIR-12	On passing of the resolution
Vacation by law	Happens automatically	167	None	Form DIR-12	On the day the ground arises

The full text of section 169, section 168 and section 167 is on the Income Tax Department's Companies Act pages.

How does a director resign under section 168?

A director resigns by giving written notice to the company. The board notes the resignation, and the company files Form DIR-12 within 30 days of receiving the notice. The resignation takes effect on the date the company receives it, or a later date the director names. The director may also file Form DIR-11 with reasons within 30 days.

Section 168(1) says the board "shall" take note of the resignation. The company must intimate the Registrar and place the fact in the directors' report at the next general meeting. Rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014 sets the 30 days for Form DIR-12. It also asks the company to post the information on its website, if it has one.

The proviso to section 168(1) says the director "may also forward" a copy of the resignation to the Registrar with detailed reasons. That makes Form DIR-11 optional for the director. We still advise a departing director to file it when relations with the company are poor. The Registrar's record then shows the date and the reasons in the director's own words.

A foreign director often has no Indian digital signature handy after leaving. Rule 16 lets a foreign director give a written authority to file Form DIR-11. The authority can go to a practising chartered accountant, cost accountant or company secretary, or to another resident director of the company.

Section 168(2) fixes the effective date. It is the later of two dates: the date the company receives the notice, and the date the director names in it. The same subsection says the director stays liable for offences that occurred during the tenure, even after resigning.

The board cannot refuse a resignation. A director's notice is effective on its own terms. A board that "rejects" a resignation letter only delays its own Form DIR-12 and risks a late fee.

What is the procedure to remove a director under section 169?

The members who want the removal give the company special notice at least 14 clear days before the meeting. The company sends the director a copy at once and tells all members at least seven days before the meeting. The director may send a written representation and speak at the meeting. The members then vote by ordinary resolution.

Step	What happens	Legal source	Timing
1	Members holding at least 1 percent of voting power, or shares with INR 5,00,000 or more paid up, send special notice	Section 115; rule 23	Not earlier than three months, and at least 14 days, before the meeting, excluding the day of notice and the day of the meeting
2	Company sends a copy of the notice to the director concerned	Section 169(3)	Forthwith on receipt
3	Company gives members notice of the resolution	Rule 23	At least seven days before the meeting; by newspaper and website if notice in the usual way is not practicable
4	Board calls the general meeting	Sections 100 and 101	21 clear days' notice, or shorter notice with consent of a majority in number holding at least 95 percent of the paid up voting capital
5	Director sends a written representation; company circulates it or the director has it read out	Section 169(4)	Before or at the meeting
6	Director is heard at the meeting, whether or not a member	Section 169(3)	At the meeting
7	Members pass the ordinary resolution	Section 169(1)	At the meeting
8	Members appoint a replacement at the same meeting, if special notice of that appointment was also given	Section 169(5)	At the meeting
9	Company files Form DIR-12	Section 170(2)	Within 30 days

The 1 percent and INR 5,00,000 thresholds come from rule 23 of the Companies (Management and Administration) Rules, 2014. A parent holding 99.99 percent of a subsidiary meets them easily.

The Tribunal can stop a director from using the representation right to spread defamatory material, under section 169(4). It can also order the director to pay the company's costs in that case.

A replacement appointed at the same meeting holds office only until the date the removed director would have retired, under section 169(6). If the members do not fill the vacancy at that meeting, section 169(7) lets it be filled as a casual vacancy. The board can never reappoint the removed director.

What if the board will not call the meeting?

Section 100(2) lets members holding at least one tenth of the paid up voting capital requisition a general meeting. The board must then call a meeting within 21 days, to be held within 45 days of the requisition. If the board does not, the requisitionists can call the meeting themselves within three months, under section 100(4).

A foreign parent with a majority holding can therefore force a removal vote. It does not matter if the director to be removed blocks a board meeting.

Which directors cannot be removed under section 169?

Section 169 does not apply to a director the Tribunal appointed under section 242. It does not apply where the company appoints two thirds of its directors by proportional representation under section 163. An independent director reappointed for a second term can be removed only by special resolution, after a hearing.

A director appointed under a shareholders' agreement can still be removed under section 169. The agreement does not override the Act. The removal may still breach the agreement, and section 169(8) keeps the director's right to compensation or damages under the appointment terms.

For joint ventures, we put the nomination and removal mechanics into the articles. Section 167(4) lets a private company add grounds for vacation in its articles. A clause that vacates a nominee's office when the nominating shareholder withdraws the nomination in writing is common. Our reading is that it works for a private company, because section 167(4) allows additional grounds. Our note on articles for a foreign subsidiary covers drafting.

When does a director's office fall vacant automatically?

Section 167(1) lists eight events that end a directorship without any resolution. They include disqualification under section 164, absence from every board meeting for 12 months, and loss of the group job that led to the appointment. The company still files Form DIR-12 within 30 days of the event.

Clause of section 167(1)	Ground	What it means for a foreign owned subsidiary
(a)	Director incurs a disqualification under section 164	If the disqualification is under section 164(2), the office is vacated in all companies other than the defaulting one
(b)	Absent from all board meetings held over 12 months, with or without leave	A foreign director must attend at least one meeting a year, in person or by video conference
(c)	Enters into a contract or arrangement in breach of section 184	Related party dealings with the parent need disclosure
(d)	Fails to disclose an interest under section 184	File Form MBP-1 at the first meeting each financial year
(e)	Disqualified by an order of a court or the Tribunal	Rare in practice; the same grace period as clause (f) applies
(f)	Convicted of an offence and sentenced to six months or more	Office continues for 30 days from the conviction; if an appeal is filed in that time, until seven days after it is decided
(g)	Removed under the Act	Covers removal under section 169
(h)	Appointed because of an office or job in the holding, subsidiary or associate company, and that office or job ends	A parent employee on the Indian board loses the seat on the day the employment ends

Clause (h) catches many foreign groups. The parent's regional finance director leaves the group, and nobody tells the Indian company secretary. The person is no longer a director from the last day of employment. Any document that person signs as director after that date is open to challenge.

Section 167(2) makes it an offence to act as a director knowing the office is vacant. The fine is not less than INR 1,00,000 and may extend to INR 5,00,000. Section 167(4) lets a private company's articles add more grounds of vacation.

Clause (b) is the other trap. Video conference attendance counts as attendance. Our article on board meetings with non resident directors explains how to record it.

How do you replace a foreign nominee director?

Appoint the new nominee first, then accept the outgoing nominee's resignation. The new person needs a digital signature certificate, a DIN, and signed Forms DIR-2 and DIR-8. The board appoints the person as an additional director if the articles allow it, or the members appoint the person at a general meeting. The company files Form DIR-12 for both changes.

The order matters for two reasons. Section 149(1) requires at least two directors for a private company and three for a public company. Section 149(3) requires one director who stays in India for 182 days in the financial year. A board that loses a member before the replacement joins may breach one or both rules.

A foreign national needs a DIN before appointment. That means passport copies, an apostilled or consularised address proof, and a digital signature certificate. Our page on the DIN for foreign directors lists the documents. Allow time for the apostille, which is usually the slowest step.

Step	Action	Legal source	Who acts
1	Parent writes to the company nominating the new director, as the articles or shareholders' agreement require	Articles; shareholders' agreement	Parent
2	New nominee obtains a digital signature certificate and DIN	Sections 153 and 154	New nominee
3	New nominee signs Form DIR-2 (consent) and Form DIR-8 (no disqualification)	Section 152(5); rule 14	New nominee
4	Board appoints the nominee as additional director, or members appoint at a general meeting	Section 161(1) or section 152(2)	Board or members
5	Outgoing nominee resigns with an effective date after the new appointment	Section 168	Outgoing nominee
6	Company files Form DIR-12 for the appointment and the resignation	Section 170(2); rule 15	Company
7	New director files Form MBP-1 at the first board meeting	Section 184(1)	New director
8	Members regularise the additional director at the next annual general meeting	Section 161(1)	Members

An additional director holds office only until the next annual general meeting, or the last date on which it should have been held. If the members forget to regularise the appointment, the person stops being a director on that date. We put the regularisation on every annual general meeting agenda as a standing item.

Can an alternate director cover a foreign nominee's absence?

Yes, for an absence from India of at least three months. Section 161(2) lets the board appoint an alternate director if the articles or a general meeting resolution allow it. The alternate cannot already hold a directorship in the same company. The alternate leaves office when the original director returns to India.

An alternate suits a long absence, not a permanent change. For a permanent change, appoint a new director.

Does a change of director need an RBI filing?

No RBI filing is needed for a change of directors in a company with foreign investment. The reporting forms under the RBI's Master Direction on Foreign Investment in India cover share issues, share transfers, downstream investment and the annual FLA return. None of them reports a board change.

Check two edge cases. A government route approval or a sector regulator may attach conditions on directors, so read the approval letter. A board change that moves control to non residents can also affect downstream investment reporting. Our FEMA compliance service covers the filings that do apply.

How do you keep the resident director rule when a director leaves?

Check two numbers before you accept a resignation or move a removal. The board must keep at least two directors for a private company under section 149(1). One director must stay in India for 182 days or more in the financial year under section 149(3). If the departing director is the resident director, appoint a new resident director first.

A breach of section 149(3) attracts the section 172 penalty. That is INR 50,000 for the company and each officer in default, plus INR 500 a day. The cap is INR 3,00,000 for the company and INR 1,00,000 for each officer. Our article on the resident director requirement sets out who can fill the seat.

Give the resignation a future effective date to buy time. A letter received on 2 Mar 2026 can take effect on 31 Mar 2026. That leaves four weeks to appoint the new resident director. Keep the gap inside the 30 days that rule 15 allows for Form DIR-12, which runs from the date the company receives the letter.

What happens to the DIN after a director resigns or is removed?

Nothing changes. The DIN belongs to the individual for life and is not tied to any company. Resignation or removal does not cancel or deactivate it. The person must still complete director KYC, which is due once every three years from 31 Mar 2026. A missed KYC deactivates the DIN until the person files with a fee.

Rule 11 of the Companies (Appointment and Qualification of Directors) Rules, 2014 allows a DIN holder to surrender a DIN through Form DIR-5. The condition is that the person was never appointed a director in any company and never used the DIN for any filing. A former director cannot meet that condition, so the DIN stays.

The DIN is cancelled only on narrow grounds in rule 11, such as a duplicate DIN, a DIN obtained by fraud, or the holder's death. Nothing in rule 11 links cancellation to leaving a board.

G.S.R. 943(E), notified on 31 Dec 2025, replaced annual director KYC with a KYC intimation once every three years, from 31 Mar 2026. Directors who had completed KYC file next by 30 Jun 2028. G.S.R. 300(E) of 21 Apr 2026 set the fees: nil on time, INR 5,000 if late or for reactivation, and INR 500 for each change filing. The PIB release of 1 Jan 2026 explains the new cycle.

A former foreign director who joins another Indian board years later uses the same DIN. If it was deactivated for missed KYC, that person must reactivate it before the new appointment.

What changes for signatories, bank mandates and other registrations?

A director change triggers updates outside the MCA. The bank needs a board resolution changing the authorised signatories. GST needs a core field amendment within 15 days. The income tax, EPFO and DGFT profiles need the new contact person. Do these on the effective date, because the outgoing director's powers do not lapse in those systems on their own.

Registration or record	What to update	Route	Time limit or our practice
Bank accounts	Remove the outgoing signatory; add the new one; change internet banking users	Certified board resolution, new signatory KYC and updated director list to the bank	No statutory limit; do it on the effective date
GST registration	Director details (a core field) and, if needed, the authorised signatory (a non core field)	Form GST REG-14 under rule 19 of the CGST Rules, 2017	Within 15 days of the change
MCA portal	Digital signature certificate associated with the company	Associate the new director's DSC; the outgoing director stops signing	Before the next filing
Income tax portal and TRACES	Principal contact and authorised signatory	Profile update by the company	Before the next return or TDS statement
EPFO and ESIC	Employer authorised signatory and DSC	Employer portal update	Before the next monthly return
DGFT (IEC)	Director and contact details	IEC profile update on the DGFT portal	Before the next export or import shipment
Powers of attorney	Any power the outgoing director holds	Board resolution revoking it; notice to the counterparties	On the effective date
Register of directors and KMP	Entry for the outgoing and the incoming director	Section 170(1)	On the effective date

The bank mandate is the change that most often lags. We see outgoing foreign directors who remain internet banking users for months after leaving. Ask the bank for written confirmation that the old user is disabled. Our note on bank accounts for an Indian subsidiary covers the bank's KYC set.

On GST, rule 19(1) of the CGST Rules, 2017 treats a change of directors as a change in a core field. The proper officer must approve it. A change of authorised signatory alone is a non core field and takes effect on submission. Our page on GST registration for foreign companies covers the registration fields.

What if all directors resign or the board falls below the minimum?

Sections 168(3) and 167(3) cover a company where every director resigns or every office falls vacant. The promoter then appoints the required number of directors. If there is no promoter, the Central Government appoints them. Those directors hold office until the members appoint directors at a general meeting.

For a foreign owned subsidiary, the foreign parent is usually the promoter, so the parent makes the appointment. This is rare in practice. It arises in a closure, a dispute or a group that has lost track of its Indian company.

A board that falls below its minimum size or quorum is more common. Section 174(2) lets the continuing directors act while a vacancy exists. If they fall below the quorum, they can act only to bring the board up to quorum or to call a general meeting. Check your own articles too, because many foreign subsidiaries have custom articles.

What are the deadlines and penalties for a director change?

The company files Form DIR-12 within 30 days of any change in the board. A late filing attracts an additional fee of 2 to 12 times the normal fee. A breach of section 170 has no penalty of its own, so section 172 applies. Acting as a director after the office falls vacant is an offence under section 167(2).

Event	Form	Deadline	Consequence of delay
Resignation	Form DIR-12 (company)	30 days from receipt of the notice (rule 15)	Additional fee; section 172 penalty
Resignation	Form DIR-11 (director)	30 days from resignation	Optional, so no penalty
Removal under section 169	Form DIR-12	30 days (section 170(2))	Additional fee; section 172 penalty
Vacation under section 167	Form DIR-12	30 days from the event	Additional fee; section 172 penalty
Appointment of replacement	Form DIR-12 with Form DIR-2	30 days (section 170(2))	Additional fee; section 172 penalty
Acting after vacation	None	Not applicable	Fine of INR 1,00,000 to INR 5,00,000 (section 167(2))

The additional fee follows the Companies (Registration Offices and Fees) Rules, 2014. The MCA's instruction kit for Form DIR-11 reproduces both the normal fee table and this additional fee table.

Delay beyond the due date	Additional fee as a multiple of the normal fee
Up to 30 days	2 times
More than 30 and up to 60 days	4 times
More than 60 and up to 90 days	6 times
More than 90 and up to 180 days	10 times
More than 180 days	12 times

Section 172 sets INR 50,000 for the company and each officer in default, plus INR 500 a day while the failure continues. The cap is INR 3,00,000 for the company and INR 1,00,000 for each officer.

The change also shows up in the next annual return. Form MGT-7 lists the directors and the changes during the year, so the dates must match the Form DIR-12 filings. Our page on MGT-7 and AOC-4 covers the annual return.

What changed in 2026?

Sections 167, 168 and 169 did not change in 2026. Director KYC moved to a three yearly cycle from 31 Mar 2026, with new fees from 21 Apr 2026. A bill introduced on 23 Mar 2026, two days after this article was first published, proposes to tie a director's office to an active DIN.

Change	Old position	New position	Date	Instrument
Director KYC frequency	Annual KYC for every DIN holder	KYC intimation once every three years; next due by 30 Jun 2028 for directors already compliant	Notified 31 Dec 2025; effective 31 Mar 2026	G.S.R. 943(E)
Director KYC fees	Late fee charged on reactivation	Nil on time; INR 5,000 if late or for reactivation; INR 500 for each change filing	21 Apr 2026	G.S.R. 300(E)
DIN and office (proposed)	A deactivated DIN does not end the directorship	A director cannot be appointed or continue to function while the DIN is deactivated or cancelled; a cancelled DIN vacates the office; new penalties where a director's DIN is deactivated or cancelled	Introduced 23 Mar 2026; pending	Corporate Laws (Amendment) Bill, 2026 (Bill No. 85 of 2026), clauses 50, 51 and 57
Disqualification grounds (proposed)	Section 164 as it stands	New grounds, including recent service as the company's auditor; the non filing period in section 164(2) cut from three to two financial years; vacation in other companies six months after a section 164(2) disqualification	Introduced 23 Mar 2026; pending	Same bill, clauses 54 and 57

The bill went to a Joint Committee of Parliament on 23 Mar 2026. It was not law on 23 Oct 2026. Treat its proposals as a direction of travel, not as rules to follow today. Our compliance calendar for 2026-27 lists the director KYC date with the other annual filings.

Worked example

Replacing a parent employee on the board

A Singapore company owns 99.99 percent of an Indian subsidiary with a paid up capital of INR 10,00,000. The board has two directors. Director A is the parent's regional finance director, appointed because of that job. Director B is the Indian country manager and the resident director.

1. Director A leaves the parent group on 15 Jan 2026. Section 167(1)(h) vacates the Indian office on the same day.
2. The board now has one director, below the minimum of two in section 149(1).
3. The company files Form DIR-12 for the vacation by 14 Feb 2026, which is 30 days after 15 Jan 2026.
4. The parent nominates Director C. Director C's apostilled documents arrive, and the DIN is allotted on 5 Feb 2026.
5. Section 174(2) lets Director B, as the continuing director, act to bring the board back to quorum. Director B appoints Director C as additional director on 9 Feb 2026, as the articles allow.
6. The company files Form DIR-12 for Director C's appointment by 11 Mar 2026, which is 30 days after 9 Feb 2026.

The board was short of its minimum for 25 days, from 15 Jan to 8 Feb 2026. A planned succession, with Director C appointed before Director A left, would have avoided that gap.

The late fee on a missed filing

Suppose the company misses the 14 Feb 2026 deadline and files the vacation Form DIR-12 on 30 Apr 2026. That is 75 days late.

1. Normal fee for a company with nominal share capital of INR 10,00,000: INR 400. That is the fee table slab for INR 5,00,000 to INR 24,99,999.
2. Additional fee at 6 times, for a delay of more than 60 and up to 90 days: INR 400 x 6 = INR 2,400.
3. Total paid with the form: INR 400 + INR 2,400 = INR 2,800.

The fee is small. The section 172 penalty, if the Registrar adjudicates, is not. At 75 days the company's exposure would be INR 50,000 plus INR 37,500, a total of INR 87,500.

A contested removal

A joint venture partner's nominee refuses to resign. The majority shareholder sends special notice on 2 Feb 2026. Excluding the day of notice and the day of the meeting, 14 days run from 3 Feb to 16 Feb 2026. The earliest meeting date is 17 Feb 2026. That date works only if the members give the consent to shorter notice that section 101(1) requires. Without that consent, the 21 clear days' notice sets a later date.

Common mistakes

1. Removing a director by board resolution. Fix: put the removal to the members as an ordinary resolution under section 169, after special notice.
2. Holding the removal meeting without sending the director a copy of the special notice. Fix: send the copy at once under section 169(3) and record the director's representation.
3. Accepting the resident director's resignation before a replacement joins. Fix: appoint the new resident director first, and give the resignation a later effective date.
4. Missing a vacation under section 167(1)(h) when a parent employee leaves the group. Fix: ask the parent's HR team to tell the Indian company the day any board nominee leaves.
5. Letting a director whose office is vacant keep signing. Fix: stop all signing on the vacation date, because section 167(2) makes acting as a director an offence.
6. Choosing a resignation date more than 30 days after the letter arrives. Fix: keep the effective date within the 30 days that rule 15 allows for Form DIR-12.
7. Forgetting to regularise an additional director at the annual general meeting. Fix: add the regularisation as a standing agenda item.
8. Leaving the outgoing director on the bank mandate. Fix: send the bank a certified board resolution on the effective date and get written confirmation.
9. Skipping the GST core field amendment. Fix: file Form GST REG-14 within 15 days of the change.
10. Reappointing a removed director to fill the casual vacancy. Fix: appoint someone else, because section 169(7) bars the board from reappointing that director.
11. Assuming the DIN is cancelled after leaving. Fix: keep the director KYC current, because the DIN stays with the person.

Checklist

1. Confirm the route: resignation under section 168, removal under section 169, or vacation under section 167.
2. Check that the board will keep at least two directors and one resident director after the change.
3. Identify the replacement and start the DIN and digital signature process.
4. Collect Forms DIR-2 and DIR-8 from the replacement.
5. Appoint the replacement by board or members' resolution before the outgoing director leaves.
6. Obtain the resignation letter with an effective date inside the rule 15 window, or serve special notice for a removal.
7. Send the director a copy of any special notice and circulate any representation.
8. Pass the board noting resolution or the members' ordinary resolution.
9. File Form DIR-12 within 30 days, attaching the resignation letter or resolution.
10. Remind the outgoing director that Form DIR-11 is optional, and offer an authorised professional to file it if wanted.
11. Update the register of directors and KMP.
12. Change the bank signatories, the GST registration and the other profiles listed above.
13. Revoke any power of attorney held by the outgoing director.
14. Regularise any additional director at the next annual general meeting.

If you need a director change handled end to end, our director change service lists what we collect and file.

Frequently Asked Questions

Can the board of directors remove a director?+

No. Under section 169 of the Companies Act, 2013, only the members can remove a director, by ordinary resolution at a general meeting. The board can note a resignation and can appoint additional directors, but it cannot remove anyone. In a foreign owned subsidiary the parent, as the majority member, controls the vote on removal.

What is special notice for removing a director?+

Special notice under section 115 is a notice from members of their intention to move a resolution. Rule 23 requires members holding at least 1 percent of voting power, or shares with at least INR 5,00,000 paid up. It must reach the company at least 14 days, and not more than three months, before the meeting.

Is Form DIR-11 mandatory when a director resigns?+

No. The proviso to section 168(1) says the director "may" send the Registrar a copy of the resignation with reasons. The director uses Form DIR-11 within 30 days. The company's Form DIR-12 under rule 15 is mandatory. A foreign director can authorise a practising professional or another resident director to file Form DIR-11.

When does a director's resignation take effect?+

Under section 168(2), the resignation takes effect on the later of two dates. One is the date the company receives the notice. The other is any later date the director names in it. The board cannot refuse or delay a resignation, and the director stays liable for offences that occurred during the tenure.

What is the deadline to file Form DIR-12 after a resignation?+

Thirty days from the date the company receives the resignation notice, under rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014. For appointments and other changes, section 170(2) also sets 30 days. A late filing attracts an additional fee of 2 to 12 times the normal fee.

Does a director's office end automatically if they leave the parent company?+

Yes, if the person was appointed because of that job. Section 167(1)(h) covers a director appointed because of a job in the holding, subsidiary or associate company. The office falls vacant when that job ends. The company must still file Form DIR-12 within 30 days.

What happens if a director misses all board meetings for a year?+

Section 167(1)(b) vacates the office of a director who is absent from all board meetings held over 12 months, with or without leave. Attending one meeting by video conference counts as attendance. The company files Form DIR-12 within 30 days of the vacation.

Can a removed director be reappointed?+

Not by the board. Section 169(7) says the board cannot reappoint a director removed under section 169 when it fills the resulting casual vacancy. The members can appoint a replacement at the same meeting under section 169(5), if special notice of that appointment was also given.

Can a director challenge removal under section 169?+

Under section 169(3) and (4), the director receives a copy of the special notice. The director may send a written representation and be heard at the meeting. Section 169(8) keeps any right to compensation or damages under the director's appointment terms. Removal itself stands if the members pass the resolution properly.

Does the DIN get cancelled when a director resigns?+

No. The DIN stays with the individual for life. Rule 11 allows surrender through Form DIR-5 only for a person who was never appointed a director and never used the DIN. The former director must still complete director KYC, which is due once every three years from 31 Mar 2026.

How do we replace a foreign nominee director?+

Appoint the new nominee first, then accept the outgoing nominee's resignation. The new nominee needs a DIN, a digital signature certificate and Forms DIR-2 and DIR-8. The board appoints the person as additional director under section 161(1), or the members appoint at a general meeting. File Form DIR-12 for both changes within 30 days.

Is an RBI filing needed when a foreign director changes?+

No. FEMA reporting covers share issues, share transfers and downstream investment, not changes in the board. A change of directors needs Form DIR-12 with the Registrar. It also needs updates to the bank mandate, GST registration and other profiles, but nothing with the Reserve Bank of India.

Do we need to update GST after a director change?+

Yes. Rule 19 of the CGST Rules, 2017 treats a change of directors as a core field. File Form GST REG-14 within 15 days of the change, and the proper officer approves it. A change of authorised signatory alone is a non core field.

What if the departing director is the only resident director?+

The company then breaches section 149(3), which requires one director who stays in India for 182 days in the financial year. Section 172 then applies: INR 50,000 plus INR 500 a day, capped at INR 3,00,000 for the company. Appoint the new resident director before the resignation takes effect.

Can an alternate director replace a foreign director who is abroad?+

An alternate director under section 161(2) can act for a director who is away from India for at least three months. The articles or a general meeting resolution must allow it. The alternate leaves office when the original director returns. For a permanent change, appoint a new director instead.

Sources

• Companies Act, 2013, section 169, as hosted by the Income Tax Department, accessed 23 Oct 2026, https://www.incometaxindia.gov.in/w/section-169-76
• Companies Act, 2013, section 168, as hosted by the Income Tax Department, accessed 23 Oct 2026, https://www.incometaxindia.gov.in/w/section-168-77
• Companies Act, 2013, section 167, as hosted by the Income Tax Department, accessed 23 Oct 2026, https://www.incometaxindia.gov.in/w/section-167-77
• Companies Act, 2013, section 149, as hosted by the Income Tax Department, accessed 23 Oct 2026, https://www.incometaxindia.gov.in/w/section-149-79
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