Resignation Of Director Board Resolution for India

Resignation Of Director Board Resolution Template for India

A Board Resolution for Director Resignation is a formal document drafted under Indian company law that officially records and accepts a director's resignation from the company's Board of Directors. This document, governed by the Companies Act, 2013, serves as official evidence of the board's acceptance of the resignation and outlines the necessary steps for regulatory compliance. It includes essential details such as the effective date of resignation, acknowledgment of the director's service, and instructions for statutory filings with the Registrar of Companies. For listed companies, it also addresses SEBI compliance requirements and stock exchange notifications.

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What is a Resignation Of Director Board Resolution?

The Resignation Of Director Board Resolution is a crucial corporate governance document required under Indian company law when a director steps down from their position on the company's board. This resolution becomes necessary whenever a director submits their resignation, whether due to personal reasons, professional commitments, or regulatory requirements. The document must comply with the Companies Act, 2013, and related rules, particularly Sections 168 and 169. It serves multiple purposes: officially accepting the director's resignation, creating a legal record of the board's decision, initiating necessary regulatory filings, and ensuring proper corporate governance. For listed companies, additional compliance requirements under SEBI regulations must be addressed. The resolution typically follows a board meeting where the resignation is discussed and accepted, and it forms the basis for subsequent actions such as updating the company's statutory records and making required regulatory filings.

What sections should be included in a Resignation Of Director Board Resolution?

1. Title and Company Details: Full legal name of the company, CIN, registered office address, and title of the document

2. Meeting Details: Date, time, venue of the board meeting, and details of directors present

3. Chair Appointment: Statement regarding who was appointed as the chairperson for the meeting

4. Resignation Notice: Reference to the resignation letter received from the director, including date of receipt and effective date of resignation

5. Main Resolution: Formal resolution text accepting the resignation and recording the board's acceptance

6. Filing Requirements: Instructions for filing necessary forms (DIR-11, DIR-12) with the Registrar of Companies

7. Vote of Thanks: Acknowledgment of the director's services and contribution to the company

8. Closure: Closing statement with signature requirements and company seal provisions

What sections are optional to include in a Resignation Of Director Board Resolution?

1. Additional Designations Relinquishment: Required when the resigning director holds additional positions like MD, CEO, or committee memberships

2. Stock Exchange Notification: Required for listed companies to comply with SEBI regulations

3. Handover Process: Details of handover of responsibilities, documents, and company properties

4. Non-Compete and Confidentiality: Reference to continuing obligations post resignation

5. Regulatory Compliance Statement: Required for regulated industries or when specific regulatory approvals are needed

What schedules should be included in a Resignation Of Director Board Resolution?

1. Resignation Letter: Copy of the original resignation letter received from the director

2. Attendance Record: List of board members present and voting on the resolution

3. Director Details: Information about the resigning director including DIN and period of directorship

4. Form DIR-11: Copy of notice of resignation to be filed with ROC

5. Form DIR-12: Copy of form for ROC filing regarding cessation of directorship

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Information Technology

Manufacturing

Financial Services

Healthcare

Retail

Real Estate

Telecommunications

Education

Energy

Infrastructure

Professional Services

Mining

Agriculture

Entertainment

Tourism

Transportation

Construction

Pharmaceuticals

Relevant Teams

Legal

Compliance

Corporate Secretarial

Board of Directors

Corporate Governance

Regulatory Affairs

Administrative

Corporate Communications

Relevant Roles

Company Secretary

Legal Counsel

Compliance Officer

Corporate Lawyer

Board Director

Managing Director

CEO

CFO

Corporate Governance Officer

Legal Manager

Company Director

Board Chairman

Corporate Secretary

Regulatory Affairs Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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