Companies Act, 2013 - Directors

Resignation and Removal of Directors under Sections 168 and 169 of the Companies Act, 2013

Sections 168 and 169 deal with two different ways in which a director may cease to hold office. Section 168 governs resignation by the director, while Section 169 permits the company, subject to statutory safeguards, to remove a director before expiry of the director's term.

Section 168Resignation initiated by the director through written notice to the company.
Section 169Removal initiated by the company through the prescribed member and meeting process.

Section 168 - Resignation of a Director

Under Section 168(1), a director may resign by giving notice in writing to the company. The Board must take note of the resignation, and the company must intimate the Registrar of Companies in the prescribed manner and place the fact of resignation in the directors' report laid before the immediately following general meeting.

The proviso now states that the resigning director may also forward a copy of the resignation, with detailed reasons, to the Registrar in the prescribed manner. The 2018 amendment changed this from a mandatory obligation of the director to an optional facility.

When does the resignation become effective?

Section 168(2) provides that resignation takes effect from the date on which the company receives the notice or the later date, if any, specified by the director in the notice. A director remains liable, even after resignation, for offences that occurred during the director's tenure.

What happens if all directors resign?

Under Section 168(3), where all directors resign or vacate office under Section 167, the promoter, or in the promoter's absence the Central Government, appoints the required number of directors. Those directors hold office until directors are appointed by the company in general meeting.

ROC filing: The company reports changes among directors through Form DIR-12 under the applicable Companies (Appointment and Qualification of Directors) Rules, 2014. MCA's V3 system also provides Form DIR-11 for a resigning director's intimation.

Section 169 - Removal of a Director

Section 169 enables a company to remove a director before expiry of the director's period of office, subject to the section's exclusions and procedural protections. As a general rule, removal is by ordinary resolution after the director has been given a reasonable opportunity of being heard.

A director appointed by the Tribunal under Section 242 is outside this ordinary removal route. The section also does not apply in the manner stated in Section 169(1) where the company has used Section 163 to appoint not less than two-thirds of its directors according to the principle of proportional representation.

An independent director re-appointed for a second term under Section 149(10) may be removed only by special resolution, with a reasonable opportunity of being heard.

Special notice and hearing rights

Section 169(2) requires special notice of a resolution to remove a director, or to appoint another person in place of the removed director at the same meeting. On receiving the notice, the company must promptly send a copy to the director concerned. The director is entitled to be heard on the resolution at the meeting.

Under Section 169(4), the director may make a written representation and ask the company to notify members. Subject to the statutory conditions and the Tribunal's power to prevent abuse for needless publicity of defamatory matter, the representation must be dealt with in the manner prescribed by the section.

Filling the vacancy after removal

If the removed director had been appointed by the company in general meeting or by the Board, the resulting vacancy may be filled at the same meeting, provided special notice of the intended appointment has been given. The replacement holds office only up to the date on which the predecessor would otherwise have held office. If the vacancy is not filled at that meeting, it may be filled as a casual vacancy in accordance with the Act, but the removed director cannot be re-appointed by the Board.

Compensation and other removal powers

Section 169(8) preserves any compensation or damages that may be payable under the applicable contract or terms of appointment. It also makes clear that Section 169 does not take away any other statutory power to remove a director.

Practical compliance checklist

  1. For resignation, obtain and preserve the director's written notice and record the Board's noting of it.
  2. Determine the effective date under Section 168(2), especially where the notice specifies a future date.
  3. File the prescribed ROC form within the applicable statutory period and update statutory registers and company records.
  4. For removal, verify whether Section 169 applies to the director and whether an ordinary or special resolution is required.
  5. Ensure valid special notice, prompt service on the director, opportunity of hearing and proper handling of any written representation.
  6. Record the resolution and consequential appointment, if any, and complete the required ROC filings.

Related statutory provisions

Section 163 concerns appointment of directors by proportional representation; Section 167 concerns vacation of office; Section 149(10) concerns the second term of an independent director; Section 242 concerns Tribunal powers in oppression and mismanagement proceedings; and Sections 114 and 115 explain ordinary or special resolutions and resolutions requiring special notice.

Updated: 17 September 2026. This article is a general legal information resource; filing requirements should be checked against the current MCA portal, Act, Rules and applicable notifications before filing.