“My Co-Director Wants to Exit.
What Happens Now?”

🚨 1-Director Violation

A Private Limited Company must have at least 2 directors. If one resigns or passes away, you have 6 months to fix it. Delaying this leads to bank account freezes and heavy MCA penalties.

🤝 New Co-Founder / Investor

Raising funds? Investors often require a “Nominee Director” seat. Or perhaps you’re rewarding a key employee with a board seat. We handle the Additional Director appointment smoothly.

🔄 Replacing an Exiting Director

Don’t let a director resign before adding a new one. We coordinate the Entry-then-Exit strategy so your company is never in a legal “1-director” vacuum.

🤝 50-50 Deadlock / Removal

If directors are fighting and one refuses to resign, removal requires a Shareholder Resolution (Section 169). If you hold >50% shares, you can remove them. If it’s a 50-50 split, we help negotiate a Buyout Settlement to resolve the deadlock cleanly.

🌍 NRI / Foreign Director Appointment

Want to add a partner from the US or UK? Foreign nationals need Notarized/Apostilled documents. Note: At least one director must be a Resident of India (182+ days stay) to remain compliant.

🕯️ Handling the Death of a Director

In case of a sudden demise, the company is technically in violation if only 1 director remains. We help file the Cessation (Death) notice without late fees and urgently appoint a successor within the 6-month limit.

📅 Mid-Year “Additional Director”

Most mid-year appointments are “Additional Directors.” They hold office only until the next AGM. We provide the reminder and documentation for Shareholder Ratification at the AGM to make them permanent.

Documents Needed

• ✅ PAN Card (Self-Attested)
• ✅ Aadhaar / Passport / Driving License
• ✅ Passport Size Photograph
• ✅ Mobile & Email ID (for OTPs)
• ✅ Digital Signature (DSC)

Professional Fee Structure

Inclusive of MCA Filing Fees & Complete Documentation.

• ✔ 24-Hour DIN Allotment
• ✔ Error-Free DIR-12 Filing
• ✔ Board Meeting Minutes Included

This is the “ticking time bomb” of Indian startups. Removal requires a shareholder majority (>50%). In a 50-50 split, removal is practically impossible without a mutual agreement. Our Solution: We act as mediators to negotiate a buyout settlement or share transfer, ensuring a clean exit without a messy legal battle.

Yes. There is no such thing as a “silent” director in the eyes of the MCA. Even if they don’t draw a salary, they are legally responsible for filings. Furthermore, every director must file their individual Income Tax Return (ITR), regardless of whether they earn income from the company. We help your family members stay compliant without the stress.

Before doing anything, you must file Form INC-20A (Commencement of Business) within 180 days. Failing to do so attracts a ₹50,000 penalty and prevents you from making any board changes. We ensure your INC-20A is filed first so your board expansion remains legal.

The penalty for delayed filing is **₹200 per day**. For 60 days, that is ₹12,000. Our Solution: We handle the “Late Filing” process immediately, ensuring all backdated board minutes are perfect to stop the penalty from growing and avoid a show-cause notice from the ROC.

Legally: Yes. The Companies Act does not bar an employee from being a director.
Contractually: Check your HR Policy. Most MNCs have a “Conflict of Interest” or “Moonlighting” clause. If your employment contract forbids it, you could face disciplinary action. Many founders choose to appoint a family member (like a spouse) as a director initially to avoid this conflict.

Yes, she can be a director. However, she must check her company’s code of conduct. If she is an “Executive Director,” it may be restricted. If she is a “Non-Executive” or “Additional Director” without a salary, it is often easier to clear with HR. We help ensure her role is structured correctly to minimize professional risk.

It depends on the new employer’s policy. Most MNCs require you to disclose all directorships during onboarding. If the new company is in a similar industry, they will likely ask you to resign to avoid “Conflict of Interest.” We can handle your DIR-11 resignation within 24 hours to ensure your new career starts with a clean compliance record.

This is a critical situation. As a director, you are “jointly and severally liable” for the company’s actions. Step 1: Send a formal resignation letter via Registered AD. Step 2: Ensure you file Form DIR-11 personally with the MCA. This notifies the government that you have exited, creating a “cut-off date” for your liability. We specialize in these sensitive “High-Risk Exits.”

✅ Voluntary Resignation (Section 168)

This is the standard, friendly exit. The director submits a letter, and the board takes note.

• Step 1: Submit Resignation Letter to the Board.
• Step 2: Company files Form DIR-12 within 30 days.
• Step 3 (Safety Net): The director files Form DIR-11 personally to ensure their liability stops on that date.

🚫 Forced Removal (Section 169)

If a director refuses to resign or acts against company interests, the shareholders must step in.

• 14-Day Notice: Shareholders give special notice to the company.
• Right to be Heard: The director has a legal right to defend themselves at the meeting.
• Ordinary Resolution: Passed by a simple majority (>50%) of shareholders.

🛡️ The “Risk-Based Exit” Strategy

Are your co-directors taking illegal risks or keeping you in the dark? You are jointly and severally liable for all defaults during your tenure.

Don’t wait for a notice. We help you send a “Registered AD” resignation and personally file DIR-11 with the ROC. This creates a definitive “Cut-off Date” for your liability, protecting your personal assets and reputation.

💎 GST Portal Amendment

The new director must be added as a “Promoter/Partner” on the GST portal. If the exiting director was the Authorized Signatory, this must be changed immediately to avoid being locked out of filings.

🏦 Bank Signatory Change

Banks require the approved DIR-12 and a fresh Board Resolution to update the signing authority. We provide the specific resolution format required by major banks like ICICI, HDFC, and SBI.

📄 PF, ESI & Professional Tax

The “Primary Employer” details must be updated on the Shram Suvidha and PT portals. This ensures that any legal notices regarding employee benefits are sent to the current board.

🏢 Shop & Establishment (e-Karmika)

In Bangalore, your Trade License and e-Karmika registration must show the current directors. We handle the online amendment on the Karnataka Labor Department portal.

🚀 Udyam & Startup India

To continue enjoying MSME benefits and Startup India tax exemptions, the director profile must match the MCA records. We ensure these certificates are re-issued.

✈️ Import Export Code (IEC)

If your company exports services or goods, the DGFT portal must be updated with the new director’s PAN and details to avoid customs delays.