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Can a director be removed from a company?

05-Mar-2026
Corporate

Answer By law4u team

Yes. A director can be removed from a company under Indian law. According to the Companies Act, 2013 a director may be removed by the shareholders before the expiry of his or her term by passing an ordinary resolution in a general meeting. However proper notice must be given to the director and the director has the right to be heard before the resolution is passed. There are some exceptions. A director appointed by the Tribunal cannot be removed in this manner. Also in certain cases of proportional representation the removal process may differ based on the articles of the company. After removal the company must file the required forms with the Registrar of Companies to update the records.

Answer By Anik

Dear Client, Yes, a director can be removed from his or her post even before the expiration of his/her term. Under section 169 of the Companies Act 2013, a director can be removed by an ordinary resolution in a general meeting of the company by the shareholders of the company. A shareholder shall only be eligible when he/she has at least 1% of the voting power or 5 lakh in paid-up capital. Then the eligible shareholder sends a special notice to the company, which then shall inform the concerned director of the same. Then the director shall be given the power to submit a written representation and shall be heard on the issue. However, this is different from section 164, which talks about disqualification. Disqualification is done on a default by the director, while removal is an active decision by the shareholder. I hope this answer helps. For any further queries, please do not hesitate to contact us. Thank you.

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