Article · 10 min read

Change in Directors: Appointment, Resignation and Removal

ClearTax editorial team · ClearTax Free Intermediate India

This is the India-specific mechanics your answer demands. It lays out both routes: a co-founder who resigns (company files Form DIR-12, director optionally files DIR-11, both within 30 days to the ROC) and a co-founder you push out (ordinary shareholder resolution under Section 169 with the director given a reasonable opportunity to be heard). That paperwork, not a handshake, is what actually severs their directorship so a departed co-founder is not still on record with signing authority.

  • Resignation: the company must file Form DIR-12 with the ROC within 30 days, and the exiting director should file DIR-11, or their name legally stays on the company
  • Forced removal runs through a shareholder ordinary resolution under Section 169 of the Companies Act 2013, with notice and a right to be heard
  • DIN and DSC drive every filing, so plan the digital signatures before you start, and separately strip bank and GST authorized-signatory rights, which the ROC filing does not touch
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The question it answers

  1. How do I fire or exit a co-founder without destroying the company?

Read with it

  1. Two working VCs answer the exact question, and they answer it like operators, not lawyers: run the split through a neutral... BetaKit Article · 9 min read Ask an Investor: How do I fire my co-founder? Katherine Hague and Roger Chabra
  2. A VC opens its own portfolio: 35 of 100 companies had a founder leave, most inside two years, so a split is normal, not a... Icehouse Ventures Article · 8 min read 35% of founders break up. Here's what we've learned. Icehouse Ventures
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