Director resignation from a pvt ltd company

2056 views

Save Share

Hari Iyer CA, MBA, CISA, FCPA

Director

622 Points Posted on 23 October 2015

I became a director of a private limited company in India in 2013 and I live in the UK. The company never traded and not had any assets or liabilities. There are 2 directors (myself and the local Indian Director). I can no longer locate the other Director and he is no longer with the company he used to work for. I have sent emails to his personal email id and no response. If I could locate the other Director, we could jointly de-register this company. However, without the other Director I cannot de-register the company.

Is there any way, I can resign from the company Directorship? If so, what forms and documents do I need to submit to ROC?

Given that India now allow One Director company, if I resign from this company Directorship, will the company automatically become One Director company?

Any assistance will be much appreciated.

Replies (3)

GOpal Rathnam

230 Points Posted on 23 October 2015

Option 1. Appointment one new director. Remove others - then apply for striking of the name of the company under fast track exit scheme. This option is easy, if you have friend to cooperate with you. 2nd option- appoint your family member who had DIN in your country and follow the procedure described in 1. 3rd option. You can resign and file DIR11. But your name will appear as director till the company files DIR 12. Only protection you will get would be that you are not subject to legal as action for offences after your resignation. I do not recommend this option

RAHULSMITTAL

Partner V Mittal & Co

236 Points Posted on 24 October 2015

I guess you already are in trouble if you havenot havent filed any e filing related to that till date. Now resigning will work if your company have complied the provisions of the act till date. You have one option now which i cant explain here.

Cool Aqua

Director

40 Points Posted on 25 October 2015

I agree with Rahul. You are in trouble as company's compliance records are not clean from year of incorporation. For a Pvt Ltd company to take any action will need board resolutions for various matters duly signed by both directors which is unlikely in your case. One director company is allowed as a choice of incorporation, not as an optional constitution of the company in case of directors resignation. Take stock of all emails, letters you sent to other director for proper conduct of company's business and explore legal options available with you to resign from the company.