Board Resolution for Resignation of Chief Financial Officer CFO

Once the Chief Financial Officer (CFO) resigns from his post, the Board of Directors in their ensuing meeting takes note of the resignation of the CFO and accepts the same by passing a resolution or through a circular resolution it can also be done.

And, in pursuance of Regulation 30 read with Clause 7 of Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entities are also required to intimate the resignation of CFO to the stock exchanges where the company is listed.

The companies are required to file a Form DIR-12, within 30 days from the date of resignation, for particulars of its key managerial personnel of the company with the Registrar of Companies (ROC).

Following templates of such board can be referred while drafting.

SAMPLE #1

Unlisted Company

#. To Take Note of the Resignation of the Chief Financial Officer (CFO)

“RESOLVED THAT the resignation of Mr./Ms. .......................... from the post of Chief Financial Officer (CFO) of the company be and is hereby accepted with effect from (Date).

FURTHER RESOLVED THAT the Board places on record its appreciation for the invaluable contribution by Mr. / Ms. .......................... during his / her tenure as the CFO of the company.

FURTHER RESOLVED THAT (Name of the Director/ Officer), (Designation) of the company be and is hereby authorised to sign and submit necessary form with the Registrar of Companies, ............... intimating about this cessation and to do all such acts and deeds as may be necessary in this regard.”

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SAMPLE #2

Listed Company

#. To Take Note of the Resignation of Ms. .......................... from the post of CFO.

“RESOLVED THAT the consent of the Board be and is hereby accorded to accept the resignation of Mr. / Ms. ............................. from the office of the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the company, w.e.f. ....date...., pursuant to Regulation 30 read with Clause 7 of Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FURTHER RESOLVED THAT (Name of the Director/ Officer), (Designation) of the company be and is hereby authorised to sign and submit e-form DIR-12 with the Registrar of Companies, ............... intimating about this cessation, to intimate the same to the stock exchange(s) and to any other appropriate authority/ regulatory body as may be required and to do all such acts and deeds as may be necessary in this regard.”

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SAMPLE #3

(detailed resolution)

#. Taking note of the resignation of Mr. .......................... from the post of Chief Financial Officer.

“RESOLVED THAT the resignation of Mr. / Ms. .......................... from the post of Chief Financial Officer (CFO) of the company be and is hereby noted and taken on record with effect from ...............

RESOLVED FURTHER THAT all powers granted to Mr. / Ms. .......................... to act on behalf of, or to represent, the company as a Chief Financial Officer, officer or in any other capacity to exercise actual or apparent authority to act in any manner whatsoever on behalf of the company be and is hereby withdrawn, revoked, terminated and rescinded.

RESOLVED FURTHER THAT the Board places on record its appreciation for the invaluable association and service to the company by Mr. / Ms. .......................... during his / her tenure as the Chief Financial Officer of the company.

RESOLVED FURTHER THAT pursuant to the requirement of the Companies Act, 2013 and rules made thereunder, the company do file necessary forms/documents with the Registrar of Companies, ............ within due time limit to update the records of the company with the Registrar and that (Name of the Director/ Officer), (Designation) of the company be and is hereby authorised to do all such acts and deeds as may be necessary in this regard.”