Board Resolution for Resignation of Director

A Board Resolution is a formal document that captures the decisions made by a Company's Board of Directors. The Board, as the company's governing body, is tasked with making all operational decisions in accordance with the Company's Articles of Association, the Companies Act of 2013, and other relevant laws. A board resolution concerning the resignation of a company's directors officially records the submitted resignations of the director(s) and authorizes a specific individual to file the necessary documents with the Registrar of Companies.

How to use this document

This resolution requires the input of pertinent details, including the number of directors resigning, their names, and the effective date of resignation. Once completed, it can be included in the Board of Directors' meeting minutes. Once prepared, all the directors excluding the director(s) resigning from the post are required to sign the board resolution.

After that the company through a designated person, usually the company secretary needs to file form DIR-12 with the Registrar of Companies (ROC) within 30 days of the board meeting. Listed companies must disclose the resignation to the stock exchange within 24 hours of the board meeting's conclusion.

Applicable law

The Board of a company has to comply with the Articles of Association of the Company and the Companies Act, 2013 and other applicable laws. In terms of Section 168 (1) of the Companies Act, 2013, a director can resign from the Board of a company by giving a notice in writing to the Company and the Company has to then record the resignation by passing a resolution and intimate the Registrar of Companies by filing e-Form DIR-12. The director also has to give the notice of his resignation to the Registrar of Companies by filing e-Form DIR-11.

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