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Abhishek (Advocate)     29 June 2009

Can a Director suo moto resign from a Company?

Dear All,

I want to post a question whether a Director who is holding 40% sahres in a company, can come out of the company suo moto by taking his 40% share and if the Board is not accepting the same. Is there any provision in the Companies Act allowing the Director to withdraw from the Company by taking 40% Share. Please help and assist me in this. 



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 6 Replies

A V Vishal (Advocate)     29 June 2009

Dear Abhishek,

In the first place, why is the company reluctant, The company has no powers to place restriction. However, if the facts are placed then advise can be given based on the facts.

A V Vishal (Advocate)     29 June 2009

Dear Abhishek

Refer Sec 108 of the companies act, the central government has alone got the powers to restrict sale of shares

AJAY MISHRA (CS)     03 July 2009

Dear Mr. Abhishek

 

Appointment and resignation of director is different from the withdraw of director. A director except Managing Director can give resignation any time and it is not necessary that such resignation was accepted by Board or not, in this situation he will not be a director of the company but he will be continue as a member of the company unless his name is remoned  from the register of member.

 

Regards

H.L.Shankaranarayana Rao (Advocate)     07 July 2009

Dear Abhishek,

Appointment and resignation of directors are governed by the provisions of he Companis Act, 1956 and the Aritcles of Association of the Company.  A Director is free to resign at any point of time.  Unless the Articles provide for acceptance of the resignation, it becomes effective from the time when such rsignation is tendered. [T.Murari v. State, (1976) 46 comp cas 613 (Mad) & S.S.Lakshmana Pillai v. ROC, (1977) 47 comp cas 652 (Mad)]. Directorship and membership stand on different footing. In a public limited company shares are freely transferable.  It is for the company reuse registration of transfer in which case he can approach the CLB for directions to the company for approving share transfer.

Regards.

H.L.Shankaranarayana Rao (Advocate)     07 July 2009

A director can suo moto resign from the company


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