Liabilities of outgoing director

Venkatagiri (Querist) 17 May 2013 This query is : Resolved
I am a director of a start up co. almost 02 years old now. But planned to resign from the board because - the other directors on board are not following the corporate ethics.

What is the procedure to resign from the board of directors?

Post resignation, what are the next steps to clean and be clear of liabilities if any?

Appreciate the Experts guidance to help me in a clean exit.

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Raj Kumar Makkad (Expert) 17 May 2013
Except Managing Director all directors can resign unless without any specific format provided by Articles of Association of the company and there liability ceases to exit the same day he resigns. Acceptance is not a criteria if not provided by Articles of Association and in case of 138, Form 32 should be presented in the court effecting resignation.

Guest (Expert) 17 May 2013
Liabilities of the past acts during the tenure of directorship cannot be extinguished even after your resignation, unless a board resolution is passed stating that after your resignation, you would not be made liable for act of ommission or commission during your period of directorship. But that does not seem to be possible as no other director would like to take any liability of your part.