A board resolution recording both the resignation of an outgoing director and the appointment of a new director in a single resolution.
When one director steps down and another is inducted at the same board meeting, both actions can be recorded together — the resignation is noted under Section 168 and the new appointment is made as an Additional Director under Section 161(1). Form DIR-12 is filed for both changes.
When is this resolution needed?
Use this when replacing a director at a single board meeting.
Who can pass it?
The Board passes the resolution; Form DIR-12 is filed within 30 days for both the cessation and the appointment.
This is a free template for general convenience and not a substitute for professional advice. The resolution must be passed at a duly convened meeting, recorded in the minutes and certified by an authorised signatory. Some matters also require members' approval or specific e-form filings.