Leaving the Board of Directors: How Can I Exit Without Liabilities When a Co-Founder Has Left the Country?

Four of us started a private limited company. However, the company didn't progress, and one of the directors has left the country (India). I would like to leave the board of directors and free myself from any liabilities arising from this (currently, there are none). What is the process to do so? Can this be done with only three of us present?

Regards,
SXerR

Getting free from the post of Board of Directors is not a normal procedure. It will depend on several things. Initially, it depends on your share, and the other three directors agreeing to and finalizing your exit in a board meeting, briefing proper causes to leave and holding the rest of the liabilities on themselves. They will pass a resolution in writing, and a copy of the resolution will be sent to the Ministry of Commerce Affairs (MCA) through your Chartered Accountant, as well as other departments like Sales Tax/Service Tax (depending on where the company is registered according to the nature of the business).

If the rest of the directors are in agreement, then you may leave. For a clearer understanding, sit with your Chartered Accountant with your company's Memorandum of Association (MOA); he will provide better guidance.

Best Wishes.

Thanks,
Manish Srivastava
ISO Consultant & HR

You need to seek advice from the Company Secretary regarding this matter.

Regards,
Ashish

Steps to Resign from the Board of Directors

1. Take resignation from the director.
2. Hold the board meeting.
3. Pass the resolution to discontinue the director.
4. Authorize any director or secretary to file Form 32 BR.
5. File Form 32 within 30 days.

It is not necessary to approve the resignation. Once it is tendered, the director is automatically relieved from their duties.

Regards,
Ramakant

The relevant information is provided in the attached notes. I'm not sure whether yours is a registered company with the Registrar of Companies (RoC) under the Companies Act, 1956, or otherwise. Do you hold shares? If so, to what extent? I hope the attached notes will be of some help to you. If you need any other information, please continue the thread.

Regards