Board Resolution for Resignation of Director

What is a Board Resolution for the Resignation of a Director?

A Board Resolution for the Resignation of Directors is a document that records the decision made by a company's board of directors regarding the acceptance of the resignation of directors.

The Resolution is often used when a director leaves the company, either voluntarily or due to other circumstances. This includes health issues, conflict of interest, closing of departments handled by the director, etc.

Is it mandatory to have a board Resolution for the Resignation of the Director?

Yes, it is mandatory. This ensures the resignation is properly documented for internal purposes and for filing with the Registrar of Companies.

What does "Board" mean?

In a company, the board refers to the board of directors. The board is the authoritative group responsible for all decision-making regarding the company's operations, in line with the company's Articles of Association and applicable laws

What does "Director" mean?

A director is an individual appointed to the board of a company. They are responsible for overseeing the company's operations, making strategic decisions, and ensuring the company's compliance with legal and regulatory requirements.

Who can enter into a Board Resolution for Resignation of Director?

The Resolution is signed and executed by the existing board of directors of the company.

What can be the duration of a Board Resolution for Resignation of Director?

The resolution itself is a final decision and does not have a duration. The process of resignation is completed when the same is informed to the Registrar of Companies by filing Form DIR-12 by the company and Form DIR-11 by the resigning director.

What must be done once a Board Resolution for Resignation of Director is ready?

Once the Resolution is ready, it must be added to the Board of Directors meeting minutes. The minutes shall be signed by all the directors who were present and voting.

After that, a certified copy of the resolution can be used for filing Form DIR-12 with the Registrar of Companies where the company is incorporated. The certification or verification the resolution is done by the authorized personnel on behalf of the company such as directors and company secretary. The Form DIR-12 must be filed online within 30 days from the date of passing the resolution by the board of driectors.

The resigning director shall file FORM DIR-11 online with the Registrar of Companies where the company is incorporated within 30 days from the date of such resignation. The Form DIR-11 shall be submitted along with a copy of the notice of resignation and a detailed reason for resignation.

The company's register of directors and key managerial personnel must be updated by removing the details of the director who resigned from the board.

Is it necessary to register the Board Resolution for the Resignation of the Director?

Yes, the resignation details must be filed with the Registrar of Companies where the company is incorporated within 30 days from the date of such resignation. Such filings shall be done by the company secretary or any of the directors by using Form DIR 12. Form DIR 12 shall be filed along with the Letter of Resignation by the Director of the Company. The filings must be done online using the MCA website.

The resigning director shall file FORM DIR-11 with the Registrar of Companies where the company is incorporated within 30 days from the date of such resignation. The Form DIR-11 shall be submitted along with a copy of the notice of resignation and a detailed reason for resignation.

What must a Board Resolution for Resignation of Director contain?

A Resolution must contain the following details:

• Company Information: Name and details of the company.
• Board details: Name and details of the board members present.
• Resolution: Detailed description of the decision to accept the resignation of the director.
• Director Details: Name and details of the resigned director.
• Effective Date: The date from which the resignation will be effective.

Which laws are applicable to a Board Resolution for the Resignation of a Director?

The board of a company has to comply with the Articles of Association of the Company and the Companies Act, 2013 and other applicable laws.

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