How do the directors resign?

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bhargava

marketing

55 Points Posted on 17 December 2011

Q1 there are 5 directors in a company. two of them want to resign. Can they just send a courier to the other three directors with the resignation letter? is that all they need to do?

Q2 and further it would be whose responsibility if the other three directors do not move forward with the process of informing ROC?

Q3 Also the two resigned directors will have any responsibility of any wrong decision taken by these three directors from the date of resignation?

Q4 what about the share oft resigned directors?

Replies (2)

Charu Srivastava

Company Secretary

4210 Points Posted on 18 December 2011

Ans 1.

If any Director tenders resignation,he is deemed to have vacated the office of Director with the immediate effect.

Ans 2.

It would be the fault of remaning director if they fail to intimate ROC within 30 days of passing of Resolution for resignation.

Ans 3.

After the date of resignation, the resigned Directors shall not be responsible for the conduct of the business.

Ans 4.

If the Articles of Association do not provide for the Qualification Shares..then the person can be shareholder without being the Director. And if the resigning Director wants to transfer shares ask them to execute transfer deed.

VIDHYA RAMPURIA

LEGAL

72 Points Posted on 19 December 2011

Hi,

1&2:

You must note the content of the resignation letter. If the word is used like "I hereby tender my resignation" it means unless the Board approves the resignation or takes it on record, they are the directors of the company.

If the word is ' I resign with immediate effect' it means they have vacated the office from that date. Its is the responsibility of the other directors to inform to the ROC.

No the resigned directors will not be responsible for the wrong decision.

Regards

Vidhya