Sample Board Resolution for Resignation of a Director of a Company

Published : 20-06-2025

Updated : 14-11-2025

Overview : When a director formally resigns from their position, a Board Resolution is required under Section 168 of the Companies Act, 2013, to acknowledge the resignation and ensure proper documentation. This resolution enables the Board to take note of the resignation, authorises the necessary statutory filings, including Form DIR-12 with the Registrar of Companies within thirty days, and ensures compliance with legal requirements. The resignation becomes effective from the date the company receives the notice or the date specified by the director in the notice, whichever is later.

Sample Board Resolution

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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF ____________ [Company Name] HELD ON ____________ [Date] AT ____________ [Time] AT ____________ [Meeting Venue]

“RESOLVED THAT pursuant to the provisions of Section 168 of the Companies Act, 2013 read with Rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, the resignation tendered by Mr./Ms. ____________ [Director Name], holding DIN: ____________ [Director Identification Number], from the directorship of the Company vide resignation letter dated ____________ [Resignation Date], a copy of which is placed before this meeting, be and is hereby noted and accepted with effect from ____________ [Effective Date of Resignation].

RESOLVED FURTHER THAT the Board places on record its sincere appreciation and gratitude for the valuable services, guidance, and assistance rendered by Mr./Ms. ____________ [Director Name] during his/her tenure as Director of the Company. The Board acknowledges that his/her contributions have been instrumental in the growth and development of the Company and wishes him/her success in all future endeavours.

RESOLVED FURTHER THAT as required under Section 168(1) of the Companies Act, 2013 read with Rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company shall intimate the Registrar of Companies about the resignation of Mr./Ms. ____________ [Director Name] by filing Form DIR-12 within thirty days from the date of receipt of the resignation notice, along with the prescribed fees and requisite attachments including the notice of resignation and evidence of cessation.

RESOLVED FURTHER THAT the fact of such resignation by Mr./Ms. ____________ [Director Name] shall be disclosed in the Report of Directors to be laid before the members at the immediately following Annual General Meeting of the Company in accordance with the statutory requirements under the Companies Act, 2013.

RESOLVED FURTHER THAT the Company shall update its website, if any, with the information regarding the resignation of the said Director and make necessary entries in the Register of Directors and Key Managerial Personnel maintained under Section 170 of the Companies Act, 2013 and Rule 17 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

RESOLVED FURTHER THAT ____________ [Authorised Signatory Name], ____________ [Designation] of the Company, be and is hereby authorised to file the requisite forms and documents with the Registrar of Companies, Ministry of Corporate Affairs, including but not limited to Form DIR-12, and to take all necessary steps for compliance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.

RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company be and is hereby severally authorised to do all such acts, deeds, matters, and things as may be necessary, expedient, proper, or desirable to give effect to this resolution including but not limited to updating corporate records, making statutory disclosures, and completing all regulatory filings and compliances.”

Relevant Legal Provision

Section 168 of the Companies Act, 2013 governs the resignation of directors and establishes a clear framework that was absent in the previous Companies Act, 1956. Under Sub-section (1), any director may resign from office by giving notice in writing to the company, and the Board shall take note of such resignation upon receipt. The company is mandated to intimate the Registrar of Companies within thirty days of receiving the resignation notice by filing Form DIR-12. Additionally, Rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014 requires companies to post information about director resignation on their website, if applicable.

Section 168(2) of the Companies Act, 2013 specifies that director resignation takes effect from the date the notice is received by the company or the date specified by the director in the notice, whichever is later. Importantly, the proviso to this sub-section clarifies that the resigned director remains liable even after resignation for any offences that occurred during their tenure. Section 168(3) addresses situations where all directors resign simultaneously, requiring the promoter or Central Government to appoint the required number of directors until new directors are appointed by the company in a general meeting.

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FAQ’s

Is board approval required for director resignation under the Companies Act, 2013?

No, director resignation is not subject to acceptance or approval by the Board under Section 168 of the Companies Act, 2013. The Board is only required to take note of the resignation once the written notice is received from the director.

When does director resignation become effective?

Director resignation becomes effective from the date the company receives the resignation notice or the date specified by the director in the notice, whichever is later. The resignation is automatic and does not require board approval.

What is the time limit for filing Form DIR-12 after director resignation?

The company must file Form DIR-12 with the Registrar of Companies within thirty days from the date of receipt of the resignation notice, along with prescribed fees and required attachments including the resignation notice and evidence of cessation.

Is the resigning director required to file any form with MCA?

Yes, the resigning director may optionally file Form DIR-11 with the Registrar of Companies within thirty days from the date of resignation, along with a copy of the resignation letter and detailed reasons for resignation, though this filing is not mandatory.

What are the consequences if a company fails to file Form DIR-12 timely?

Failure to file Form DIR-12 within the prescribed thirty-day period may attract penalties and additional fees as specified under the Companies (Registration Offices and Fees) Rules, 2014. The company remains legally obligated to file the form even after the due date.

Can a resigned director be held liable for company acts after resignation?

Yes, according to the proviso to Section 168(2), a director who has resigned remains liable even after resignation for any offences that occurred during their tenure as director of the company.

What happens if all directors of a company resign simultaneously?

Under Section 168(3), if all directors resign or vacate their offices, the promoter or, in their absence, the Central Government shall appoint the required number of directors who shall hold office until new directors are appointed by the company in a general meeting.

Are listed companies required to make additional disclosures for director resignation?

Yes, listed companies must disclose director resignations to the stock exchange within seven days from the date of resignation under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in addition to filing Form DIR-12 with MCA.

What documents must be attached when filing Form DIR-12 for director resignation?

Form DIR-12 must include the original resignation notice, evidence of cessation, copy of board resolution noting the resignation, and any other optional attachments. The form must be digitally signed by an authorised director or key managerial personnel.

Can a foreign director resign from an Indian company?

Yes, foreign directors can resign from Indian companies. If the company has already filed Form DIR-12, the foreign director may authorise a practising chartered accountant, cost accountant, company secretary, or resident director to file Form DIR-11 on their behalf with reasons for resignation.

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Editorial Team

Setindiabiz Editorial Team is a multidisciplinary collective of Chartered Accountants, Company Secretaries, and Advocates offering authoritative insights on India’s regulatory and business landscape. With decades of experience in compliance, taxation, and advisory, they empower entrepreneurs and enterprises to make informed decisions.