A board resolution for resignation of a director is an official document that the board of directors passes to accept a director’s resignation. Companies must record this resolution to comply with the Companies Act, 2013 and maintain proper corporate governance.
Without this resolution, a director’s resignation cannot take effect legally, and the company may face compliance issues.
📘 Purpose of a Board Resolution
The board resolution ensures several things:
-
Formally accepts the director’s resignation.
-
Maintains legal compliance for filing with the Ministry of Corporate Affairs (MCA).
-
Documents the board’s decision in the company’s official minutes.
-
Protects liability, ensuring the resigning director is not responsible for company actions after the effective date.
⚙️ Key Contents of a Board Resolution
A proper board resolution for director resignation should include the following:
| Section | Details |
|---|---|
| Heading | “Board Resolution for Resignation of Director” |
| Date | Date of the board meeting or resolution |
| Director Name | Name of the resigning director |
| Reference | Mention the resignation letter submitted by the director |
| Resolution Statement | Clear statement accepting the director’s resignation |
| Effective Date | Date from which the resignation is effective |
| Signatures | Signatures of chairman and company secretary (if applicable) |
✅ Tip: Record the resolution in the minutes of the board meeting to ensure legal validity.
🧾 Legal Importance
1️⃣ Board Approval Required: The board must formally accept a director’s resignation through a resolution.
2️⃣ MCA Filing: The company attaches this resolution when filing Form DIR-12, officially updating the director’s removal in MCA records.
3️⃣ Director Protection: Recording acceptance ensures the resigning director ceases to be liable for company decisions after the effective date.
Without a board resolution, the resignation is incomplete and may not be recognized legally.
🧩 Example
Suppose Mr. X resigns as director of ABC Pvt Ltd:
-
First, he submits a resignation letter to the board.
-
Then, the board passes a resolution accepting the resignation, specifying the effective date.
-
Finally, the company files Form DIR-12 with MCA, attaching both the resignation letter and the board resolution.
After completing these steps, Mr. X is no longer responsible for the company’s operations or legal obligations.
✅ Key Points to Remember
-
Always prepare a board resolution when a director resigns.
-
Include the director’s name, resignation letter date, and effective date in the resolution.
-
Ensure signatures of the chairman and company secretary to validate the resolution.
-
Attach the resolution when filing Form DIR-12 with MCA for compliance.
Proper documentation safeguards both the company and the resigning director from future disputes or liabilities.