Board resolution for resignation of director (noting)
A board resolution for a director’s resignation takes the resignation notice on record under section 168 of the Companies Act 2013 and authorises the DIR-12 filing. The resignation itself takes effect from the date the notice is received by the company or the date specified in it, whichever is later; the board’s role is to note it, not to accept or refuse it.
Last updated: 27 August 2026
Doing this for a client?
OnCompliance drafts this resolution on the company’s letterhead, details filled from the client’s record, records it in the minutes, and files it in the client’s folder — with the notice, minutes and 21 other board documents made the same way.
Fill it in, edit it, download it
The details you type fill the document as you go. Click into the paper to edit any wording, then download it in Word or as a PDF.
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] (CIN: [CIN]) HELD ON [MEETING DATE] AT [VENUE]
RESOLVED THAT the notice of resignation dated received from [RESIGNING DIRECTOR] (DIN [RESIGNING DIRECTOR DIN]) from the office of director of the company be and is hereby taken on record, the resignation taking effect from [EFFECTIVE DATE] in terms of section 168 of the Companies Act 2013, and that the board places on record its appreciation of the services rendered by [RESIGNING DIRECTOR] during the tenure of office.
FURTHER RESOLVED THAT [NAME], [DESIGNATION], be and is hereby authorised to file form DIR-12 with the Registrar of Companies and to make the consequential entries in the registers of the company.
Certified true copy
For [COMPANY NAME]
[NAME]
[DESIGNATION] · DIN: [DIN]
Date: ______________ · Place: ______________
When is this resolution passed?
Pass it at the first board meeting (or by circulation where permitted) after the notice is received; file DIR-12 within 30 days of the effective date.
Legal basis: s.168, Companies Act 2013
Common questions
Can a board refuse a director’s resignation?
No. Under section 168 the resignation takes effect on receipt of the notice or the date stated in it, whichever is later; the board only takes it on record.
Who files what after a director resigns?
The company files DIR-12 within 30 days. The resigning director may optionally forward their resignation with reasons to the ROC in form DIR-11.
What if the resignation drops the board below the minimum?
The vacancy must be filled to restore the statutory minimum; a private company needs at least two directors.
Can OnCompliance draft this for me?
Yes. OnCompliance drafts the resolution on the company’s letterhead with the details filled from the client’s record, records it in the minutes, and files it in the client’s folder, alongside the notice of the meeting and every other board document.