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Board Resolution For Resignation Of Company Secretary for India

Board Resolution For Resignation Of Company Secretary Template for India

A Board Resolution for Resignation of Company Secretary is a formal document drafted under Indian company law that records the Board of Directors' decision to accept the resignation of the company's Company Secretary. The resolution, governed by the Companies Act, 2013, documents the effective date of resignation, acknowledges the Company Secretary's service, and authorizes necessary regulatory filings with the Registrar of Companies. It serves as an official record of the change in Key Managerial Personnel and includes provisions for regulatory compliance, handover procedures, and interim arrangements if required.

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What is a Board Resolution For Resignation Of Company Secretary?

The Board Resolution For Resignation Of Company Secretary is a crucial corporate document required under Indian law when a Company Secretary, who is a Key Managerial Personnel under Section 203 of the Companies Act, 2013, resigns from their position. This resolution is necessary for all companies required to have a Company Secretary under the Act, including all listed companies and certain categories of private companies meeting specified criteria. The document formally records the Board's acceptance of the resignation, specifies the effective date, outlines transition arrangements, and authorizes necessary regulatory filings. It serves as evidence of proper corporate governance and compliance with statutory requirements regarding changes in key personnel. The resolution must be passed in a valid board meeting with proper quorum and subsequently filed with the Registrar of Companies within specified timelines.

What sections should be included in a Board Resolution For Resignation Of Company Secretary?

1. Title and Date: Title of the resolution and date of the board meeting

2. Attendance and Quorum: List of directors present and confirmation of valid quorum

3. Context: Reference to the resignation letter received from the Company Secretary

4. Resignation Details: Specifics about the resignation including effective date and reason if provided

5. Acceptance: Formal acceptance of the resignation by the Board

6. Authorizations: Authority given to directors/officers to file necessary forms and make regulatory filings

7. Vote of Thanks: Acknowledgment of the Company Secretary's service to the company

8. Closure: Signature block for Chairman/Director who presided over the meeting

What sections are optional to include in a Board Resolution For Resignation Of Company Secretary?

1. Interim Arrangements: Used when temporary arrangements need to be made for handling Company Secretary duties until new appointment

2. Regulatory Compliance: For listed companies, specific mention of stock exchange notifications and SEBI compliance requirements

3. Handover Process: When specific handover requirements need to be documented

4. Full and Final Settlement: When the resolution needs to address settlement of dues and benefits

5. Non-Disclosure Obligations: When specific confidentiality requirements need to be reinforced

What schedules should be included in a Board Resolution For Resignation Of Company Secretary?

1. Resignation Letter: Copy of the resignation letter received from the Company Secretary

2. Form DIR-12: Draft of the form to be filed with Registrar of Companies

3. Handover Checklist: List of documents, login credentials, and responsibilities to be transferred

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions















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Relevant Industries

All Corporate Sectors

Financial Services

Manufacturing

Technology

Healthcare

Retail

Real Estate

Infrastructure

Energy

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Secretarial

Human Resources

Board Support

Corporate Governance

Regulatory Affairs

Relevant Roles

Company Secretary

Board Director

Managing Director

CEO

Compliance Officer

Legal Counsel

HR Director

Corporate Governance Officer

Chief Financial Officer

Board Chairman

Industries





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