Resignation of a Director in a Company: Draft Board Resolution

When a director tenders his resignation from the directorship of a company, the board of directors of that company has to take note of the same through a circular resolution or in their ensuing board meeting and pass the resolution for taking note of the resignation and authorise a director or officer to file the applicable form with RoC.

Relevant Provisions

• Section 168 of the Companies Act, 2013;

• Rules 15 and 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Effective Date of Resignation

The resignation of a director shall be effective from:

• the date of receipt of resignation notice from the director; or

• the date, if any, specified by the director in the notice,

• whichever is later.

ROC Form Filing

• Form DIR-12 shall be filed by the company within 30 days from the date on which the notice of resignation is received by the company.

• Form DIR-11 may be filed by the director within 30 days from the effective date of the resignation with a copy of his resignation along with reasons for the resignation.

Foreign Director

In case, a foreign director of the company is resigning from his office, and

• if a company has already filed Form DIR-12 with the ROC,

• the foreign director may authorise in writing

• any other resident director of the company or a practising company secretary or a practising cost accountant or a practising chartered accountant

• to sign Form DIR-11 and file the same with the ROC intimating the reasons for his resignation.

Board Resolution Format

#. To Take Note of the Resignation of Mr. ............................

The board was informed that Mr. ............................ has tendered his resignation from the office of ‘Executive Director/ Managing Director/ Independent Director/ Non-Executive Director’ w.e.f. ...(Date)... owing to some personal reasons/ commitment.

The original copy of the letter of resignation received from Mr. ............................ was tabled before the board at the meeting.

The board wished to record its deep appreciation for the contributions of Mr. ............................ as a (Designation) throughout his tenure and also for the significant contributions he has made to the management of the affairs of the company and for the valuable advice he made to the board from time to time.

Upon motion duly made and seconded, it was: 

“RESOLVED THAT the board do hereby accept and take note of the resignation of Mr. ............................ as a (Designation) of the company with effect from ....(Date).....

RESOLVED FURTHER THAT the board do hereby places on record its appreciation for the services rendered by Mr. ............................ during his tenure as a (Designation) of the company.

RESOLVED FURTHER THAT Mr. ............................, Company Secretary and Mr. ............................, Director be and is hereby severally authorized to file necessary form(s) with the Registrar of Companies, .......... and to do all such acts, deeds and things as may be necessary to give effect to this resolution.”

Mr. ............................, being interested in this business, neither discussed nor voted on the same.