Originally posted by : Sunil
How one of the two directors can resign from a pvt ltd company? (Even if ot means to winding up). Other director is not willing to fulfil liabilities of the company and behaving unethically & even not willing to resign or close the comany. What is the way out to wind up the company without his consent? If resginging director is willing to clear whatever liabilities are there. Pl advice
I would defer from Richank's view.
A company is in existence till its not completly wound up.
Even if Pvt Ltd Company, if there are only 2 directors ( I presume there are 2 directors only) resignation
of one of the director cannot be accepted merely by formal resignation
unless accepted by Board and Board resolution passed to that effect.
Board acceptance means there should be atleast 2 Directors.
You need to have a new director appointed on board, and post appointment
one director can resign from the board.
Also as stated by you that one of director is not willing to resign , & close the company, so
where question comes of winding up of company.??
You can proceed to resign from the company post appointment of another additional director
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