Company Compliance · Panaji, Goa
Lawful removal or exit of a director in Goa — whether by shareholder resolution under Section 169, resignation or vacation of office — with the right notices, hearings and Form DIR-12 filed on time.
Overview
Removing a director before the end of their term is tightly regulated. Section 169 of the Companies Act requires special notice, a reasonable opportunity for the director to be heard, and a members' resolution — and any misstep can be challenged.
We manage the full procedure, or the alternative routes of resignation under Section 168 and automatic vacation under Section 167, and file Form DIR-12 to record the cessation with the MCA. We can also handle appointing a replacement director in the same sitting.
What's covered
The correct legal route, end to end, with MCA filing.
Get a fixed-fee quote →Removal, resignation or vacation of office, whichever applies.
Drafting and serving the Section 169 notice correctly.
Ensuring the director's representation is dealt with properly.
Convening the meeting and passing the ordinary resolution.
Filing the cessation with the MCA within 30 days.
DIR-11 by the director and DIR-12 by the company.
Our process
We confirm the correct legal route.
We prepare notices, representations and minutes.
We record the cessation with the MCA.
Registers and records are corrected.
Frequently asked questions
A director can be removed before the end of their term by the members through an ordinary resolution under Section 169, after giving special notice and a reasonable opportunity to be heard. Removal of certain directors, such as those appointed by a tribunal, follows different rules.
Special notice of the resolution is given, the director is informed and allowed to make representations, the members pass an ordinary resolution at a general meeting, and the company files Form DIR-12 to record the removal with the Registrar.
Removal is initiated by the company or members against the director, whereas resignation is the director's own decision under Section 168. A resigning director files Form DIR-11 and the company files Form DIR-12; both routes end the directorship but follow different steps.
Under Section 167 a director vacates office on certain events, such as becoming disqualified, absenting from all board meetings over twelve months, or other conditions specified in the Act. The vacancy is then recorded through Form DIR-12.
Yes. Section 169 requires that the director be given a reasonable opportunity of being heard, and any written representation made by the director must generally be circulated to members or read at the meeting, subject to the conditions in the Act.
The company files Form DIR-12 recording the cessation of the director within 30 days. Where the director has resigned, Form DIR-11 may also be filed by the outgoing director with the reasons for resignation.
Book a free consultation and share the company and director details. We confirm the correct route, manage the notices and resolutions and file Form DIR-12 within the deadline, on a transparent fee.
Related services
Book a free consultation with a qualified Chartered Accountant in Goa. We'll run the correct procedure and file DIR-12 so the change is clean and defensible — no obligation.