ajay (Manager) (32 Points)
08 April 2010Hi,
We have a pvt ltd registered and one of the directors wants to resign and leave the company. Now, is this possible even when a new director has not been brought on board? What are the options for the leaving director to avoid liability if this is not possible?
Regards,
Ajay R
Ankur Garg
(Company Secretary and Compliance Officer)
(114783 Points)
Replied 08 April 2010
Hi,
Without appointing a new director you cannot provide exit route to existing director and he cannot escape from his liabilities as a director.
Regards
pardeep bansal
(profession)
(63 Points)
Replied 08 April 2010
Mr Akur Garg.... What will be the effective date of resignation?? date of his tendering the resignation or date of acceptance of his resignation?
Ankur Garg
(Company Secretary and Compliance Officer)
(114783 Points)
Replied 08 April 2010
As your company is a private company and the person is an ordinary director acceptance of resignation is not required unless required by articles of your company. So effective date of resignation may be:
1. The date mentioned in the resignation letter
2. If no date is mentioned in the letter than the date of tendering of resignation letter would be considered as effective date.
pardeep bansal
(profession)
(63 Points)
Replied 08 April 2010
Mr Ankur Garg.. it has become more confusing now... In one of your message you have mentioned that resigning director cannot escape from his liabilty as a director. And if his effective date of resignation will be the date of tendering or date of resignation how could he be liable for further acts of company. Second, if he new director in place of resging director gives his consent sayafter 10 days from he date of resignation of resigning director.. what shall be the situation then... can a company run with 1 director for 10 days
Ankur Garg
(Company Secretary and Compliance Officer)
(114783 Points)
Replied 08 April 2010
You are unnecessarily confusing yourself. I have not mentioned that even after his resignation he will be liable for further acts. But he cannot escape from his liability till the time he is in the board of directors.
Even after his resignation he will remain liable (up to the date of resignation) for his previous acts as a director. Compliance of minimum 2 directors is not the liability of outgoing director. However you cannot file form 32 for resignation without the approval of form 32 for appointment of new director.
ajay
(Manager)
(32 Points)
Replied 08 April 2010
Ok so here's the case -
If the resignation date/date of tendering the resignation is 29 Jan, but the form 32 has not been filed yet - because a new director has not been found. In this case, is the outgoing director liable for any actions by the company from 29 jan till date?
Thanks Ankur for your quick response!
Regards,
Ajay R
pardeep bansal
(profession)
(63 Points)
Replied 08 April 2010
Ok Mr Garg... Now what shall be the situation of company. Is there any problem for the period when there is only one director in the company. Or its acceptable in the company act if the coming director ratifies all the act done by the company during that gap. Or even there is no need to ratify?
Ankur Garg
(Company Secretary and Compliance Officer)
(114783 Points)
Replied 08 April 2010
| Originally posted by : ajay | ||
 |
Ok so here's the case - If the resignation date/date of tendering the resignation is 29 Jan, but the form 32 has not been filed yet - because a new director has not been found. In this case, is the outgoing director liable for any actions by the company from 29 jan till date? Thanks Ankur for your quick response! Regards, Ajay R |
 |
No outgoing director will not be liable as filing of form-32 is the responsibility of company.
ajay
(Manager)
(32 Points)
Replied 08 April 2010
Thanks for the clarification Ankur - this clears up a lot of confusion for me!
One more question - does it depend on a board resolution, etc accepting the resignation or just the act of resigning is enough?
Regards,
Ajay R
pardeep bansal
(profession)
(63 Points)
Replied 08 April 2010
Mr Garg, i am not asking from the point of view of resigning director... i am asking about the legal picture of the company with just one director. Even for the time being. plz read my earlier question again. I am asking abt the legal status of the company during the period it has only one director. Plz dont keep in mind the original question raised by Mr Ajay R
Ankur Garg
(Company Secretary and Compliance Officer)
(114783 Points)
Replied 08 April 2010
As far as resignation by ordinary director is concerned a formal acceptance is not required unless desired by AOA of your company. However for MD/WTD formal acceptance by board is necessary.
But even after resignation by ordinary director proper noting of the same should be done in board minutes. This is my personal practice.
pardeep bansal
(profession)
(63 Points)
Replied 08 April 2010
| Originally posted by : pardeep bansal | ||
|
|
Mr Garg, i am not asking from the point of view of resigning director... i am asking about the legal picture of the company with just one director. Even for the time being. plz read my earlier question again. I am asking abt the legal status of the company during the period it has only one director. Plz dont keep in mind the original question raised by Mr Ajay R |
|
Ankur Garg
(Company Secretary and Compliance Officer)
(114783 Points)
Replied 08 April 2010
Oh my last reply was not for you pradeep ji.
pardeep bansal
(profession)
(63 Points)
Replied 08 April 2010
Mr Garg, I know you are irritated by my foolish questions. But Sir you are the expert of this topic. so kindly answe my last question. so i ask my question again. Suppose a director resign on 1-1-2010 but the new director gives his consent to act as a director on 10-1-2010. I want to know what shall be the status of company during 1-1-2010 to 10-1-2010. Can i company be a running company during 1-1-2010 to 10-1-2010.
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