Board Resolution: Resignation of a Director
Take note of a director's resignation at a board meeting and authorise the filing of Form DIR-12 with the ROC.
What it is
A director may resign by giving notice in writing to the company under Section 168 of the Companies Act, 2013. The resignation takes effect from the date the notice is received by the company or the date stated in it, whichever is later; the board does not need to accept it. The board notes the resignation, records it in the minutes and authorises a director to file Form DIR-12 with the ROC and update the register of directors.
When it is used
- A director resigns for personal or professional reasons.
- A nominee director is withdrawn by the investor.
- Change in management after a share transfer.
What the template covers
- Company name, CIN and meeting details
- Director name and DIN
- Date of resignation letter
- Effective date of cessation
- Reason, where given
- Authorisation to file DIR-12 and update registers
Details you will need
The generator asks for the following. Fields marked with an asterisk in the form are required; the rest can be left blank and filled in later in Word.
Company
Company Name; CIN; Registered Office
Meeting
Board Meeting Date; Place
Resigning Director
Director Name; DIN; Date of Resignation Letter; Effective Date of Cessation; Reason for Resignation
Authentication
Chairman Name; Chairman DIN
Stamp duty, registration and filing
The company files Form DIR-12 within 30 days of receiving the notice. The director may also file Form DIR-11 with the ROC. A director who resigns remains liable for offences that occurred during the tenure. The company must not be left with fewer directors than the minimum (two for a private company, three for a public company); if it would, a new director should be appointed first.
Generate the BR — Resignation of Director
Fill in the form and download the draft as a Word file. It is a general template, not legal or professional advice; have it reviewed for your facts before you sign or rely on it.
Need this checked against your facts, or the registration or filing that follows (e.g. the related MCA e-form)? Contact SKAG and Associates
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Frequently asked questions
Does the board have to accept a director's resignation?
No. It takes effect on the later of the date the notice is received and the date mentioned in it.
What is the time limit for filing DIR-12?
Within 30 days of the resignation.
Can the last director of a company resign?
Not in a way that leaves the company without directors. A replacement must be appointed first.
This page gives general information for reference only. Laws, stamp duty rates and filing requirements change and differ between States, so confirm the current position for your case. Related: all document templates · free tax calculators · compliance calendar and guides.