A director can be appointed by the board as an additional director, who holds office until the next AGM, or appointed directly by the shareholders in a general meeting. The company files Form DIR-12 with the ROC within 30 days of the appointment, along with the director’s consent in Form DIR-2.
A director may resign by giving notice to the company, and the company files DIR-12 within 30 days. The resigning director may also file Form DIR-11. Shareholders can remove a director, other than one appointed by the Tribunal, by ordinary resolution under Section 169 after giving special notice and an opportunity to be heard.
Key points
- Consent in DIR-2 and declaration in DIR-8 before appointment
- DIR-12 within 30 days of appointment, resignation or removal
- Removal requires special notice and an ordinary resolution
- A private company must always have at least two directors
- Update the register of directors and KMP
General information only, not professional advice. Section references are to the Income-tax Act, 1961; corresponding provisions of the Income-tax Act, 2025 apply from 1 April 2026. Thresholds and dates may change by notification.
