What is this resolution for?
The specimen of board resolution provided in this blog is for the acceptance of resignation tendered by a director of a company. When a director conveys his/her resignation from the office of director by way of a written notice, the Board of directors of the company needs to make a note of it and intimate ROC as well.
The provisions relating to the resignation of directors are contained in Section 168 of the Companies Act 2013 read with Rule 15 & 16 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
- A director may resign from his position by giving written notice.
- On receipt of such notice, the Board of Directors of the company must, within 30 days, inform the Registrar of Companies in Form DIR-12. The fact of such resignation is also to be placed on the company’s website as well as in the Directors’ Report of the subsequent general meeting of the company.
- The concerned director is also required to inform the Registrar of Companies in Form DIR-11 within 30 days from the date of resignation. A copy of the resignation is to be filed along with detailed reasons thereof.
- The resignation will become effective from the date when the notice is received by the company or the date as may be specified by the director in the notice, whichever is later.
- The law states that even after resignation, the director will be liable for any offenses that occurred during his tenure.
- Though the filing of form DIR-11 is not mandatory, the director should be advised to file the same.
Draft Board Resolution for Resignation of Director
Given below is a format of Board Resolution for the acceptance of resignation of a director as per Section 168 of the Companies Act 2013.
A notice, as per the provisions of the Companies Act 2013, is received from Mr./Ms._________, Director of the Company conveying his/her resignation from the office of director w.e.f._________. The notice received is placed before the meeting for information. The Board members may discuss and approve the following resolution.
On Company Letterhead
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (COMPANY’s NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRS.) ON (DATE) AT (TIME)
“Resolved that the Board of Directors of the Company do hereby accepts the resignation tendered by Mr./Ms. _________ from the office of director of the Company w.e.f.________ (date).
Resolved further that the contribution of Mr./Ms. __________to the welfare and growth of the company be acknowledged and placed on record.
Resolved further that Mr./Ms._________ Secretary/Director be and are hereby authorized severally to file Form DIR-12 or other necessary e-forms with the Registrar of Companies, _____________ and to perform all such acts, deeds, and things that may be necessary to give effect to the above resolution.”
For (COMPANY’s NAME)
(Name of Director)
Note: The resolution given above is only for reference purposes and it should be used only after adhering to the provisions of the relevant Acts and rules (if any) that may be applicable for the time being in force.
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