# Director Appointment, Resignation & Removal

> A new director needs a DIN and gives consent in DIR-2; the board appoints them (often as an additional director under Section 161, regularised at the next general meeting) and the company files DIR-12 within 30 days. A resigning director gives written notice, and the company files DIR-12 within 30 days. Removing a director before the term ends needs an ordinary resolution with special notice and a chance to be heard (Section 169).

Practice: Company Secretary & Corporate Compliance — https://www.industax.com/services/company-secretary/

Director changes are among the most frequent event-based filings. A director whose appointment wasn't filed isn't visible on MCA records, which causes trouble with banks and signatory changes.

Every company needs the minimum number of directors (two for a private company, one for an OPC, three for a public company) and at least one director resident in India for 182 days in the previous year. Foreign nationals can be directors with a DIN and appropriate KYC.

Removal is the most sensitive: the director must receive the special notice and be allowed to make a representation, and the process must follow the articles and any shareholders' agreement.

## Key facts

| Item | Detail |
| --- | --- |
| Appointment filing | DIR-12 within 30 days, with DIR-2 consent |
| Additional director | Holds office until the next AGM (Section 161) |
| Resignation | Company files DIR-12 within 30 days; director may file DIR-11 |
| Removal | Ordinary resolution with special notice and hearing (Section 169) |
| Resident director | At least one director resident in India for ≥ 182 days |

## Who needs this

- Companies adding founders, investors' nominees or independent directors
- Directors resigning from a company
- Shareholders seeking to remove a director

## What's included

- DIN application for new directors
- Consents, disclosures and resolutions
- DIR-12 / DIR-11 filings
- Register of directors update

## Documents

- PAN / passport, address proof and photo of the director
- DIR-2 consent and DIR-8 declaration
- Resignation letter (for resignations)

## Process

1. **DIN and consent** — DIN obtained; consent and disclosures collected.
2. **Resolution** — Board / shareholder resolution passed.
3. **Filing** — DIR-12 filed within 30 days; registers updated.

## Also covers

- **Director appointment** — Appointing additional, executive, nominee or independent directors.
- **Director resignation** — Recording resignation and filing DIR-12 / DIR-11.
- **Director removal** — Section 169 removal with special notice.

## FAQs

### What is the time limit to file DIR-12?

30 days from the appointment or cessation of the director.

### Can a foreign national be a director of an Indian company?

Yes, with a DIN. The company must still have at least one director resident in India.

### How can shareholders remove a director?

By ordinary resolution after special notice under Section 169, giving the director an opportunity to be heard.

## Official sources

- Ministry of Corporate Affairs — MCA21 portal: https://www.mca.gov.in/
- Companies Act, 2013 (India Code): https://www.indiacode.nic.in/handle/123456789/2114

---
Canonical page: https://www.industax.com/services/company-secretary/director-appointment-resignation
Publisher: Indus Tax — CA-led tax and compliance firm (https://www.industax.com). Contact: info@industax.com, 9059139258.
This is general information, not advice for your specific facts.