Resignation of a director — Board Resolution Format
Resignation of a director is passed by the Board of Directors under Section 168, Companies Act, 2013 (Form DIR-12) — this tool drafts the resolution, a certified true copy ready for the ROC (Form DIR-12), and the meeting notice, pre-filled for this exact resolution.
Company profile
Saved in your browser only — never sent to a server
Directors
Company Secretary (optional)
Not set — the CS signatory option won't be available until this is filled in.
Meeting particulars
Directors present
Resignation of a director
Section 168, Companies Act, 2013 (Form DIR-12)
- · The resigning director may also file Form DIR-11 with the ROC in their own capacity.
- · Quorum under Section 174 applies.
Certification (for the Certified True Copy)
Defaults to today — a CTC is often certified well after the meeting.
Notice of meeting
Live preview — Certified True Copy
Add these before generating
- Company name
- CIN
- Registered office
- Registered office city
- At least one director with a DIN
- Meeting date
- Notice date
- Date of certification
- Signing director's DIN
- Resignation of a director: Resigning director's full name (with Mr./Ms.)
- Resignation of a director: DIN
- Resignation of a director: Resignation letter date
- Resignation of a director: Effective date of resignation
- Resignation of a director: Director authorised to file DIR-12
[COMPANY NAME] CIN: [CIN] Registered Office: [Registered Office] ────────────────────────────────────────────────────────────────────── CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON [Date] AT 11:00 A.M. AT ITS REGISTERED OFFICE AT [Registered Office] Item No. 1: Resignation of a director "RESOLVED THAT the resignation of [Resigning director's full name (with Mr./Ms.)] (DIN: [DIN]) from the office of Director of the Company, tendered vide his/her letter dated [Resignation letter date] and effective from [Effective date of resignation], be and is hereby noted and taken on record. RESOLVED FURTHER THAT the Board places on record its appreciation for the services rendered by [Resigning director's full name (with Mr./Ms.)] during his/her tenure as Director of the Company. RESOLVED FURTHER THAT [Director authorised to file DIR-12], be and is hereby authorised to file Form DIR-12 with the Registrar of Companies within 30 days of this resolution, and to do all acts necessary to give effect to this resolution." CERTIFIED TRUE COPY For [Company Name] _______________________ Director of the Company DIN: [DIN missing] Date: 28 July 2026 Place: [City]
What this resolution covers
Resignation of a director is used to note a director's resignation and file DIR-12. It is passed under Section 168, Companies Act, 2013 (Form DIR-12), at a board of directors meeting where quorum is one-third of the total strength of the Board or two directors, whichever is higher, under Section 174 of the Companies Act, 2013. The operative wording follows the standard "RESOLVED THAT... RESOLVED FURTHER THAT..." structure used across Indian corporate practice, naming the specific party, amount or person the resolution authorises, so it reads as a genuine minute rather than a generic template when placed before the board.
The resigning director may also file Form DIR-11 with the ROC in their own capacity. Quorum under Section 174 applies.
MGT-14 filing and shareholder approval
Because this is a routine matter under Section 179(3), a private company does not need to file this resolution with the ROC in Form MGT-14 — the 5 June 2015 exemption notification covers it. Public companies and companies without the benefit of that exemption should confirm the position with their Company Secretary before assuming no filing is required.
Certified true copy for resignation of a director
The ROC (Form DIR-12) will almost always ask for a certified true copy of this resolution rather than the plain minutes extract — a director or the Company Secretary reviews the copy against the minute book and certifies it, on the company's letterhead, with their name, designation and DIN (or Membership Number and Certificate of Practice number for a CS). This tool generates that certified copy directly from the same resolution text, with a signature block that adapts automatically to whichever signatory type you choose, an optional common seal line, and a "furnished to" clause naming the recipient.
Selecting resignation of a director in the generator produces all three documents from one form — the board resolution (minutes extract), the certified true copy, and a Section 173 notice of meeting with the agenda already filled in — so nothing needs to be retyped across the three.
Frequently asked questions
Related pages
Why this matters
A resolution on its own is an internal minute — a bank, the ROC, or a counterparty wants the certified true copy. Getting both right, every time, is what turns a compliance conversation into an engagement.
Related tools
Drafting resolutions for many companies? PracticeFlow keeps every company's records and deadlines in one place — so this draft is never the last document you need for a client.
See PracticeFlow for CS FirmsThis is a draft template. Review against your Articles of Association and the Companies Act, 2013 before use — not legal advice.