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Board Resolution for Resignation of Director
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors
________________
CIN: ________________
Date of Meeting: __________ at __________ Hours at the Registered Office of the Company.
SUBJECT: Resignation of Director from the Board of Directors
The Chairman informed the Board that a letter of resignation has been received from:
Name: ________________
DIN: ________________
Designation: ________________
RESOLVED THAT the resignation of ________________, holding DIN: ________________, be and is hereby accepted with effect from ________________.
Signature
Board Resolution for Resignation of Director
Corporate Compliance Documentation for Indian Companies
Introduction
A Board Resolution for Resignation of Director is a formal corporate document that records the Board of Directors' acceptance of the resignation tendered by a director. Under the Companies Act, 2013, a director may resign from the directorship by providing written notice to the company. The Board must formally accept such resignation and record the same in the minutes of the board meeting. The resignation takes effect from the date specified in the notice or the date on which the notice is received by the company, whichever is later.
This resolution specifies the name and Director Identification Number (DIN) of the resigning director, the effective date of resignation, and authorises the filing of necessary forms with the Registrar of Companies. The company must file Form DIR-12 (Particulars of appointment of Directors and the Key Managerial Personnel and the changes among them) within thirty days of the change. Additionally, the resigning director must file Form DIR-11 (Notice of resignation of a director to the Registrar) within thirty days of resignation.
Benefits of Using a Standard Format
Utilising a professionally drafted board resolution format ensures that all statutory requirements under the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 are properly addressed. A ready-to-use template saves valuable time during the compliance process, reduces the risk of procedural errors, and provides a consistent framework for documenting the Board's acceptance of a director's resignation.
Relevance to Corporate Compliance
Changes in directorship are significant corporate events that must be properly documented and filed with regulatory authorities. Following Company Registration, the composition of the Board may change due to resignations, appointments, or other reasons. Proper documentation ensures compliance with ROC filing requirements and maintains accurate statutory records.
Post-resignation, the company should also update other registrations where director details are recorded, such as bank accounts and GST Registration where applicable.
Board Resolution for Resignation of Director – Sample Format
Company Name: _______________________________________
CIN: _______________________________________
Registered Office: _______________________________________
Email: _______________________________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
Date of Meeting: __.__.______
Time: ______ (Hours)
Venue: Registered Office of the Company
SUBJECT: RESIGNATION OF DIRECTOR FROM THE BOARD OF DIRECTORS
The Chairman informed the Board that a letter of resignation has been received from the following Director expressing his/her intention to resign from the directorship of the Company:
Name of Director: __________________________________________
DIN: __________________________________________
Designation: __________________________________________
Date of Resignation: __________________________________________
"RESOLVED THAT pursuant to Section 168 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force), the resignation of Mr./Ms. __________________________________________ (Name of the Director), holding DIN: __________________, as Director of the Company, be and is hereby accepted with effect from __________________ (Date of Resignation).
RESOLVED FURTHER THAT the Board places on record its appreciation for the valuable services rendered by Mr./Ms. __________________________________________ during his/her tenure as Director of the Company.
RESOLVED FURTHER THAT any Director of the Company be and is hereby authorised to:
- File Form DIR-12 (Particulars of appointment of Directors and the Key Managerial Personnel and the changes among them) with the Registrar of Companies within the prescribed time;
- Make necessary entries in the Register of Directors and Key Managerial Personnel;
- Update the records of banks, statutory authorities, and other stakeholders as required;
- Do all such acts, deeds, matters, and things as may be necessary, proper, or expedient for giving effect to this resolution."
For ________________________________________
(Name of the Company)
Signature: __________________________
Name: __________________________
Designation: __________________________
DIN: __________________________
Frequently Asked Questions
1. Who can be considered as an authorized signatory for the board resolution for the resignation of director?
Any director present at the board meeting or the company secretary (if appointed) may be considered an authorised signatory for the certified true copy of the board resolution. The Board typically designates any director to file Form DIR-12 with the ROC, update statutory registers, and complete all procedural requirements related to recording the change in directorship.
2. Is the signature of all directors mandatory on the board resolution format for the resignation of director?
No, signatures of all directors are not mandatory. The resolution is passed by a majority of directors present and voting at a duly convened board meeting where quorum is present. The certified true copy may be signed by a single authorised director or the company secretary. The resigning director typically does not participate in voting on their own resignation.
3. Which resolution is required for the resignation of the director?
A board resolution is required to formally accept and record the resignation of a director. The resolution should reference Section 168 of the Companies Act, 2013, specify the director's name and DIN, the effective date of resignation, and authorise filing of Form DIR-12 with the ROC. The resignation letter from the director forms the basis for passing this resolution.
4. Does the Board Resolution format for the resignation of director need to be certified by a professional?
There is no statutory requirement for the board resolution to be certified by an external professional. The certified true copy may be signed by any director or the company secretary. However, for filing Form DIR-12 with the ROC, certification by a practising Chartered Accountant, Company Secretary, or Cost Accountant may be required as per the form's specific requirements.
5. Can a board resolution for resignation of the director be passed without convening a board meeting?
While certain matters may be passed by circulation if permitted by the Articles of Association, acceptance of a director's resignation is typically taken up at a duly convened board meeting. This ensures proper deliberation and recording in the minutes. Standard practice recommends conducting a board meeting to formally acknowledge and accept the resignation.
6. What are the documents filed along with the resolution for filing Form DIR-12?
The following documents are typically filed along with Form DIR-12: Board Resolution for Resignation of Director, Director's Resignation Letter addressed to the company, Declaration from the Director (if required), and reasons for resignation. Additionally, the resigning director must independently file Form DIR-11 (Notice of resignation of a director to the Registrar) within thirty days of resignation.