Draft Board Resolution for Resignation of Director


As per the provisions of Section 168(1) of the Companies Act, 2013 a director may resign from his office by giving a notice in writing to the company and on receipt of such notice  

1.  Board shall take note of the same by passing a board resolution in this regard and
2.   the company shall intimate the concerned Registrar by filing Form DIR-12 within 30 days from the effective date of resignation.
3.   company shall also place the fact of such resignation in the report of directors laid in the immediately following general meeting by the company

The resigning Director shall also forward a copy of his resignation along with detailed reasons for the resignation to the Registrar through Form DIR-11 within thirty days of resignation.

As per section 168(2) the resignation of a director shall take effect from the date on which the notice is received by the company or the date, if any, specified by the director in the notice, whichever is later, Provided that the director who has resigned shall be liable even after his resignation for the offences which occurred during his tenure.

Draft Board Resolution for Resignation of Director

The Chairman informed the Board that Shri ……… vide his letter dated ……. has resigned from the Board of the Company. The referred resignation letter is being placed before the Board for consideration.

Hence if approved following resolution may be passed

“RESOLVED THAT the resignation of Shri ………….. vide his resignation letter dated ……….. (Annexure – I) from the directorship of the Company be and is hereby accepted with effect from …………..".

"RESOLVED FURTHER THAT the Board places on record its appreciation for the assistance and guidance provided by Shri ………… during his tenure as Director of the Company". 

"RESOLVED FURTHER THAT Shri ………….. be and is hereby authorized to file  E-form DIR-12 with the Registrar of Companies and to do all such acts, deeds, matters and things as deem necessary, proper or desirable for the purpose of giving effect to the aforesaid resolution”.


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