Director Resignation

Director Resignation (DIR-12)

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Board Resolution

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Director Resignation

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Resolution No.

BR-DIRECTOR-RESIGNATION-20260728

Company letterhead

Your company name

CIN will appear here when provided

Board resolution draft

Date

2026-07-28

Resolution type

Director Resignation

Certified true copy of the resolution passed at the meeting of the Board of Directors

Meeting date: 2026-07-28
Meeting time: ________________
Chairperson: ________________
Meeting venue: ________________
Quorum: The quorum required under the Companies Act, 2013 and the Articles was present throughout the meeting.

Resolved that

pursuant to Section 168 of the Companies Act, 2013 and Rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Board do take note of the resignation tendered by ____________ (DIN: ____________) from the office of director with effect from 2026-07-28, and that the same be recorded in the books and statutory records of the Company.

FURTHER RESOLVED THAT ____________ be and is hereby authorised to file Form DIR-12 with the Registrar, issue the necessary intimation to ____________, and do all such acts, deeds and things as may be necessary to give effect to this resolution.

Proposed by

Seconded by

Director signature

Company secretary / authorised signatory

Certified true copy

Certified to be a true copy of the resolution passed by the Board of Directors of Your company name.

Certifying authority

________________

Date of certification

2026-07-28

Your company name
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS
Meeting date: 2026-07-28
Quorum: The quorum required under the Companies Act, 2013 and the Articles was present throughout the meeting.
Resolution No.: BR-DIRECTOR-RESIGNATION-20260728
Date: 28 July 2026
RESOLVED THAT
pursuant to Section 168 of the Companies Act, 2013 and Rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Board do take note of the resignation tendered by ____________ (DIN: ____________) from the office of director with effect from 2026-07-28, and that the same be recorded in the books and statutory records of the Company.

FURTHER RESOLVED THAT ____________ be and is hereby authorised to file Form DIR-12 with the Registrar, issue the necessary intimation to ____________, and do all such acts, deeds and things as may be necessary to give effect to this resolution.

Secretarial notes

The resignation letter and effective date should reconcile exactly with the board note, statutory register updates, and the outgoing director records.

Keep the resignation letter, DIR-12 acknowledgement, board note, and updated register of directors in the secretarial file.

Filing timeline

DIR-12 is generally filed within 30 days of taking the resignation on record.

Legal basis

• Section 168 of the Companies Act, 2013
• Rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014

Supporting papers

• Original resignation letter with effective date
• Hand-over or transition note, if relevant
• Draft DIR-12 and internal authority update list

Registers and records

• Minute book of the Board of Directors
• Register of directors and key managerial personnel

Post-approval actions

• File DIR-12 and retain the SRN acknowledgement
• Update the register of directors, signatory lists, and access permissions
• Ensure the outgoing director considers DIR-11 obligations separately where relevant

Entity-specific watchouts

Private Limited

Use the classic board-resolution pathway, but still reconcile shareholder thresholds, constitutional restrictions, and filing-driven timing before circulation.

• Check whether member approval is also required under the Companies Act, 2013 or the Articles.
• Keep the register updates, ROC filings, and certified true copy trail aligned with the board date.
• Where banking, cap table, or governance powers shift, update the internal authority matrix immediately after approval.

OPC

For OPCs, simplify the governance flow carefully without losing the documentary trail expected for filings and internal records.

• Confirm whether the sole member and sole director structure changes the approval mechanics for the specific action.
• Keep resolutions, member decisions, and register updates internally consistent even where meetings are streamlined.
• Review whether the form and attachment set differs from a standard private company fact pattern.

Section 8

Section 8 entities need an added compliance lens around objects, governance sensitivities, and not-for-profit restrictions.

• Ensure the operative text is consistent with the charitable / not-for-profit objects of the entity.
• Check whether regulator, donor, or grant-linked approvals sit alongside the core board approval.
• Be conservative around remuneration, related party, and structural change documentation.