Removal of Director

Members can remove a director before the end of their term by ordinary resolution, after special notice and giving the director a chance to be heard. Separately, a director's office can become vacant automatically on disqualification or prolonged absence under Section 167.

The firm manages the process carefully — it is sensitive and procedure-bound — and makes the filings, or handles a vacation of office where that applies.

1. 01

   Special notice

   A member gives special notice of the resolution to remove the director.

2. 02

   Right to be heard

   The director is given notice and the opportunity to make representations.

3. 03

   Members' resolution

   The members pass an ordinary resolution to remove the director at a general meeting.

4. 04

   File DIR-12

   File DIR-12 with the ROC and update the register of directors.

PBT handles a removal correctly so it stands up to challenge.

• The special-notice and representation procedure followed properly
• Resolutions and meeting process managed
• Timely DIR-12 filing
• Advice where the office has instead been vacated or disqualified
• Scope, deliverables, and fees agreed in writing up front

• Can members remove a director before their term ends?

  Yes, by ordinary resolution after special notice, giving the director a reasonable opportunity to be heard. The procedure must be followed carefully.

• What is vacation of office?

  Under Section 167, a director's office becomes vacant automatically on certain events, such as disqualification or absence from all board meetings for twelve months. This is different from removal.

• How long does it take?

  Because of the special-notice and meeting requirements, removal typically takes a few weeks. A vacation of office is recorded as soon as it occurs.