A Board Resolution Accepting Resignation Of Director is a crucial corporate governance document required under Nigerian law when a director steps down from their position. This document is necessary to formally record the board's acceptance of the resignation and ensure compliance with the Companies and Allied Matters Act (CAMA) 2020. It should be prepared whenever a director submits their resignation and must be filed with the Corporate Affairs Commission within 14 days of the change. The resolution typically includes details of the board meeting, the resignation letter reference, the effective date of resignation, and any transitional arrangements. It serves as official evidence of the change in board composition and protects both the company and the departing director by clearly documenting the end of the director's formal responsibilities.
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1. Company Details: Full legal name of the company, registration number, and registered address
2. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum
3. Directors Present: List of directors in attendance and those absent with or without apologies
4. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
5. Resignation Details: Reference to the resignation letter received, including its date and effective date of resignation
6. Resolution: Formal resolution accepting the resignation and acknowledging the director's departure
7. Filing Requirements: Instructions for filing the necessary returns with the Corporate Affairs Commission
8. Close: Closure of the meeting and signature section for the Chairman and/or Company Secretary
1. Appreciation Statement: Optional section expressing gratitude for the director's service - used when the departure is amicable
2. Handover Arrangements: Details of any transitional arrangements or handover of responsibilities - used when the director held key positions
3. Replacement Considerations: Discussion of plans to fill the vacancy - used when immediate replacement is being considered
4. Regulatory Notifications: Additional regulatory bodies to be notified - used for regulated industries like banking or insurance
5. Confidentiality Reminder: Restatement of continuing confidentiality obligations - used when the director had access to sensitive information
1. Director's Resignation Letter: Copy of the formal resignation letter received from the departing director
2. CAC Forms: Relevant Corporate Affairs Commission forms for reporting the change in directorship
3. Attendance Register: Copy of the meeting attendance register showing directors present
4. Company Constitution Extract: Relevant sections of the company's constitution regarding director resignations and board procedures
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