Draft Board Resolution for Acceptance of Resignation of Director

There is no mandatory requirement that a resolution has to be passed in the board meeting or board has to approve the resignation of a director of the company. The Board is only supposed to take note of it.

As per section 168 of the Companies Act, 2013, the Board shall take note of the notice of resignation of a director on receipt of such notice and the company is required to intimate this to the Registrar in the prescribed form within prescribed time.

Taking note of a director's resignation is generally done through the passing of a resolution.

You could refer the following template of such board resolution.

SAMPLE

#. To take note of the resignation of Mr./Ms. .................................., Director

The company has received a notice of resignation from Mr./Ms. .................................., Director on (Date), wherein he/she has expressed her/his wish to resign from the Board with effect from (Date) due to personal reasons. Mr./Ms. ................................, Chairman has accepted his/her resignation and an acknowledgement to this respect was issued.

The Board hereby takes note of the resignation. The Board would like to express its gratitude for the invaluable contribution made by Mr./Ms. .................................., Director during his/her period of association with the company. His/Her expertise has had helped the company to reap the benefits from the business opportunities available to it in a timely fashion.

“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. ..............

RESOLVED FURTHER that Mr./Ms. ...................., Company Secretary be and is hereby authorized to file form DIR-12 to that effect to the Registrar of Companies, ...........”

..................................................

NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.