Shareholder and director

MD should file DIR 11 and send to Company for resignation. Thereafter company should file DIR 12 to ROC regarding his resignation and mentioned in the Board Report.

He shall transfer the share to exesiting shareholders of that company or as per the procedures laid down in AOA to transfer of shares.

However in the give case only 2 members are there out of which one of them is leaving the company and ceases to be a member.

In order to run the company it's should comply minimum no. of membership of 2 in case of private company.

Thanks Sudhir for your reply.

Should MD wait until company finds another member/shareholder? He wants to quit the company as a MD and shareholder as well. The NRI other director is forcing him not to pay salaries to the employees. The NRI director is also a partner in which Indian company is providing service to that partnership firm and NRI is not transferring any money to pay the admin charges to Indian company. Since this is against labour law, Indian director(MD) wants get out of the company as a MD and shareholder. Your input will be appreciated.

Thanks in advance.

If such MD wants to quit from the company he can quit at anytime. However if there is an agreement between him and Company regarding no. of years to work in that company he should pay loss of compensation to Company for resigning before completion of tenure.

Company should increase the minimum number of members to 2 or more apart form this as per 149(3) every company should have at least 1 Resident Director who stayed in India for a period of not less than 182 days in previous calender year.