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Directors in pvt ltd co...

Shyam K (1 Points)

02 February 2019

i am one of the 2 directors in a pvt ltd co in chennai. i want to resign due to personal reasons. can i go ahead and file my resignation or should we first appoint one new director and only then file my resignation with ROC... there are different views on this ... can someone clarify?? and the AoA prescribes minimum 2 directors.

one person says, i can go ahead and file my resignation and the company's share holders can appoint one more in their next AGM/EGM.... pls clarify

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2 Replies

CS MOHIT SALUJA (PRACTICING CS Jalandhar 9914558709) (5155 Points)
Replied 02 February 2019

Being a director of the company, it is the foremost duty of the director to comply with all the compliances. So, since the articles, as well as act, ask for having 2 directors in a company, Now since you are one of the directors of the company, so u must see that you can resign only in case, the company shall have at least 2 directors except you in the company. So i opine, that first appoint a new director in the company and thereafter you reign from the company.

Vatsla Alagh (1545 Points)
Replied 03 February 2019

Thats true u can resign and anthr director may call EGM to appoint another director. But it is always advisable to appoint an additional director first, then only u should resign.