Director Appointment, Resignation & Removal: Who Needs It and Who Does Not
Whether Director Appointment, Resignation & Removal applies to a given business is the first thing worth settling, and it is where most of the early questions land. The questions below are the ones raised most often in practice; the full scope of the service is on the Director Appointment, Resignation & Removal page.
Can a company remove a director without their consent?
Yes, under Section 169 of the Companies Act 2013, shareholders can remove a director before the expiry of their term by an ordinary resolution — the director's consent is not required. However, the process has mandatory procedural safeguards: a special notice of intention to move the removal resolution must be given at least 14 clear days before the meeting, a copy must be sent to the director concerned, and the director has the right to make written representations and to be heard at the meeting. Skipping these steps makes the removal vulnerable to legal challenge.
In practice: Removals can be reversed or contested purely on procedural grounds, even where the substance of the removal is justified, if the special notice or hearing opportunity was not properly documented. Get the process right and the outcome is far more defensible.
Is there a category of director who cannot be removed under Section 169?
Yes. A director appointed by the Central Government under Section 242 (in cases of oppression and mismanagement, via NCLT order), or a director appointed under a proportional representation scheme in the Articles (rare in practice), sits outside the ordinary Section 169 removal mechanism in certain respects. Nominee directors appointed under specific statutory or regulatory schemes may also have removal governed by that specific framework rather than a straightforward ordinary resolution. These are edge cases — PNPC reviews the specific appointment basis before advising on a removal.
In practice: Most Private Limited Company directors, including investor nominee directors appointed under an ordinary SHA-based board seat right, are removable under the standard Section 169 process unless the AoA or a shareholders' agreement creates a specific contractual constraint — which is a separate, contractual matter from the statutory removal right.
Must at least one director be an Indian resident, and does a director change affect that?
Yes. Under Section 149(3), every company must have at least one director who has stayed in India for a total period of not less than 182 days during the financial year (with a proportionate calculation in the year of incorporation). If the director change removes the only person meeting this residency requirement, the company must appoint a qualifying resident director without delay to remain compliant.
In practice: This is a frequently overlooked consequence of a foreign promoter's local resident director resigning — the company can find itself out of compliance with Section 149(3) the moment the resignation takes effect if no replacement is lined up in advance.
Can a director be reappointed after resigning or being removed?
A director who voluntarily resigned can be reappointed at any time, subject to the normal appointment process (fresh DIR-2, MBP-1, Board or shareholder resolution, DIR-12). A director who was removed under Section 169 can also be reappointed later — removal under Section 169 is not itself a permanent bar — unless they are separately disqualified under Section 164 for an unrelated reason (such as non-filing defaults in another company).
In practice: We occasionally see a founder step back from an operational board role and later rejoin as the company scales — this is procedurally straightforward as long as their DIN remains in good standing.
What is the practical difference between removing a director and simply asking them to resign?
A negotiated resignation is faster, less adversarial, and avoids the mandatory special-notice-and-hearing process altogether — it only requires the director's own written notice. Removal under Section 169 is a unilateral, shareholder-driven process used when the director will not resign voluntarily. Removal carries a higher documentation burden and a real risk of legal challenge if procedure is not followed exactly, whereas a resignation, once tendered, is generally much harder for the departing director to later contest.
In practice: A negotiated exit (possibly with a settlement or transition arrangement) is worth exploring before recommending a contested removal — the latter is more expensive, slower, and carries litigation risk even when the underlying grounds are sound.
Does a change in directors require an update to the company's PAN or TAN?
No. A company's PAN and TAN are entity-level identifiers tied to the company itself, not to its individual directors, and do not require any amendment when directors change. However, if a director's name was specifically listed as an authorised signatory in the company's Income Tax e-filing portal profile or the TRACES portal for TDS, that internal profile should be updated separately to reflect current authorised personnel.
In practice: This is a smaller, easily missed item — a resigned director's login credentials or authorised-signatory status can remain active on the Income Tax portal or TRACES after their exit, which is a data-access hygiene issue worth correcting even though it has no statutory filing consequence.
What happens if a company simply forgets to file DIR-12 for years?
The RoC's Master Data continues showing the outdated Board composition indefinitely — the change never becomes part of the public record. This creates escalating practical risk: the person shown as a director (even though they left years ago) may be pursued for company defaults, penalties, or notices addressed to 'directors' generically; conversely, a person who has actually joined the Board but was never filed has no public standing to sign documents on the company's behalf with full legal certainty. When finally filed, the additional fee for the delay accrues on the escalating scale from the original 30-day deadline.
In practice: We have cleaned up multi-year director filing backlogs for clients acquired through referral or after portal-based incorporations. It is entirely fixable, but always costs more in additional fees and professional time than filing on time would have — sometimes considerably more.
How much does PNPC charge for a director change filing?
PNPC charges a fixed, agreed professional fee for a director appointment, resignation, or removal engagement, confirmed in writing before work begins. The fee varies depending on complexity — a straightforward additional director appointment with a resident Indian appointee who already holds a valid DIN and DSC is materially simpler (and less expensive) than a contested removal requiring special notice, hearing documentation, and coordination with legal counsel, or an NRI/foreign national appointment requiring apostille coordination.
In practice: We always provide a written scope and fee confirmation before starting — ask for one from any firm you engage. A removal in particular should never be quoted as a flat 'DIR-12 filing fee' — the procedural work around the special notice and hearing is the bulk of the effort, not the form itself.
What is the role of the Company Secretary in a director change, if the company has one?
Where a company has an appointed Company Secretary (mandatory for listed companies, for certain classes of unlisted public companies above prescribed capital thresholds, and — since the 2020 amendment to the Companies (Appointment and Remuneration of Managerial Personnel) Rules — for private companies above a prescribed paid-up share capital threshold as well), the CS typically certifies the DIR-12 filing, ensures the resolution and minutes comply with the Secretarial Standards (SS-1 for Board meetings, SS-2 for general meetings), and maintains the statutory registers. Most Private Limited Companies below the CS-mandatory threshold do not have an in-house CS, and a practising CA or CS firm — such as PNPC — performs this certification and compliance role instead.
In practice: Even where a CS is not mandatory, having a practising professional certify the DIR-12 filing and review the resolution against the Secretarial Standards materially reduces the risk of a defective filing — we apply the same discipline whether or not the company is legally required to have a CS.
Where this sits in the wider engagement
Director Appointment, Resignation & Removal rarely arrives on its own. The statutory basis and the current requirements are set out on the Director Appointment, Resignation & Removal service page, and the related services are grouped under Corporate Law.
What PNPC does
PNPC Global has practised since 1986 across India and the UAE. On Director Appointment, Resignation & Removal we take the work end to end — reviewing the facts, preparing and filing what is required, and dealing with the authority through to closure.