Directors in pvt ltd co...

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

Replies (2)
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.
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.

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