Sample Board Resolution for Removal of Director of a Company

Published : 13-06-2025

Updated : 15-11-2025

Overview : A board resolution for director removal becomes essential when shareholders decide to remove a director before the completion of their tenure. This resolution is required to initiate the process of calling an Extraordinary General Meeting, where shareholders will vote on the removal proposal. The resolution must comply with Section 169 of the Companies Act, 2013, ensuring proper notice is given to the concerned director and appropriate legal procedures are followed throughout the removal process.

Sample Board Resolution

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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF ____________ [COMPANY NAME] HELD ON ____________ [DATE] AT ____________ [TIME] AT ____________ [MEETING VENUE]

RESOLVED THAT pursuant to the special notice received from ____________ [MEMBER NAME], a member of the company holding ____________ [NUMBER] equity shares representing ____________ [PERCENTAGE]% of the total voting power of the company, in accordance with the provisions of Section 169 read with Section 115 of the Companies Act, 2013 and Rule 23 of the Companies (Management and Administration) Rules, 2014, proposing the removal of ____________ [DIRECTOR NAME] (DIN: ____________) from the office of Director of the company, the Board hereby acknowledges receipt of such special notice and decides to convene an Extraordinary General Meeting of the members of the company.

RESOLVED FURTHER THAT a copy of the aforesaid special notice has been forthwith sent to ____________ [DIRECTOR NAME], the director proposed to be removed, in compliance with sub-section (3) of Section 169 of the Companies Act, 2013, and the said director has been informed of his/her right to make representations in writing to the company and to be heard at the Extraordinary General Meeting.

RESOLVED FURTHER THAT an Extraordinary General Meeting of the members of the company be and is hereby convened on ____________ [EGM DATE] at ____________ [EGM TIME] at ____________ [EGM VENUE] to consider and, if thought fit, to pass an ordinary resolution for the removal of ____________ [DIRECTOR NAME] from the office of Director of the company.

RESOLVED FURTHER THAT the draft notice of the Extraordinary General Meeting as placed before this meeting along with the explanatory statement pursuant to Section 102 of the Companies Act, 2013, be and is hereby approved, and the Company Secretary be and is hereby authorised to issue the same to all eligible members of the company in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

RESOLVED FURTHER THAT the representation, if any, received from ____________ [DIRECTOR NAME] in response to the special notice shall be circulated to all members of the company along with the notice of the Extraordinary General Meeting, or if received too late for circulation, the same shall be read out at the meeting, and the said director shall be given a reasonable opportunity of being heard at the meeting.

RESOLVED FURTHER THAT ____________ [COMPANY SECRETARY/AUTHORISED SIGNATORY NAME], Company Secretary of the company, be and is hereby authorised to take all necessary steps including filing of requisite forms with the Registrar of Companies and other regulatory authorities, execute all documents, and do all such acts, deeds and things as may be necessary, desirable or expedient to give effect to the aforesaid resolutions and matters incidental thereto.”

Relevant Legal Provision Removal of Director of a Company

Section 169 of the Companies Act, 2013 empowers shareholders to remove a director by passing an ordinary resolution before the expiry of his term of office, except for directors appointed by the Tribunal under Section 242. The removal requires special notice under Section 115, which must be signed by members holding at least 1% of total voting power or shares worth Rs. 5,00,000 aggregate paid-up value.

The procedure mandates that the company must immediately send a copy of the special notice to the concerned director, who has the right to make written representations and be heard at the meeting. A clear notice period of 21 days must be given for the general meeting, and the director cannot be reappointed once removed through this process.

Setindiabiz Services

Setindiabiz offers comprehensive director removal services, ensuring complete compliance with the Companies Act, 2013. Our expert team handles the entire process from drafting board resolutions to filing necessary forms with the Registrar of Companies. We provide end-to-end support including special notice preparation, EGM documentation, and post-removal compliance, making the director removal process seamless and legally sound for your company.

FAQ’s

What is the minimum notice period required for director removal?

The special notice must be given at least 14 days before the meeting, while the EGM notice requires 21 clear days to be given to all members.

Can any member propose the removal of a director?

Only members holding at least 1% voting power or shares worth Rs. 5,00,000 paid-up value can propose director removal through a special notice.

What happens if the director doesn’t respond to the removal notice?

The removal process continues regardless, but the director retains the right to be heard at the EGM even without prior written representation.

Is board resolution mandatory for director removal?

Yes, the board must pass a resolution acknowledging the special notice and convening the EGM for member voting on the removal proposal.

Can a removed director be reappointed immediately?

No, Section 169 prohibits the reappointment of a director who has been removed through this statutory process.

What forms need to be filed after director removal?

Form DIR-12 must be filed within 30 days of the director’s removal along with the ordinary resolution and other supporting documents.

Does the removed director have any legal recourse?

The director can challenge the removal in appropriate courts if proper procedures were not followed or if there were procedural violations.

Can independent directors be removed through an ordinary resolution?

Independent directors reappointed for a second term can only be removed through a special resolution, not ordinary resolution.

What if the director is also a Key Managerial Personnel?

Additional compliance under Section 203 is required, and Form MGT-14 may need to be filed depending on the company type.

Is removal possible if articles of association have different provisions?

Articles cannot override statutory provisions of Section 169, but they may provide additional grounds or procedures for removal that complement the Act.

Author Bio

Editorial Team

Setindiabiz Editorial Team is a multidisciplinary collective of Chartered Accountants, Company Secretaries, and Advocates offering authoritative insights on India’s regulatory and business landscape. With decades of experience in compliance, taxation, and advisory, they empower entrepreneurs and enterprises to make informed decisions.