Background:
1) A family-run private limited company has only two directors, A & B, both of whom are first directors as well as permanent directors stipulated in the Articles of Association.
2) Director B has transferred all his shares (including the qualification shares) by way of a gift deed in favour of Director A.
3) Notwithstanding the transfer of shares, Director B continues to hold the directorship.
Requirement:
Director B now wants to resign the directorship position and cease to be a shareholder as well, and have him replaced with a new director but is presented with the following issues:
(a) that he has unwittingly transferred all his shares including the qualification shares before resigning the directorship,
(b) that he cannot resign his directorship position unless the Articles are amended.
Question:
Given the above facts, what steps and procedures should be taken to accomplish Director B’s resignation?
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