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Lakshmanan Arumugam   20 May 2021

Company law

If a director of a pvt ltd co holding 99% shares with 1% held by spouse dies and liability of co is more than value of assets, can legal heirs voluntarily avoid inheriting shares and liability? If deceased director has given personal guarantee and if spouse has property bought by deceased director in spouse's name or transferred to spouse out of natural love and affection, will wife be liable as spouse of guarantor ?


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 2 Replies

Sankaranarayanan (Advocate)     20 May 2021

The directors control the company’s affairs and act as its agent. A company is a legal person; hence the directors are not personally liable for acting on behalf of it. They have a fiduciary relationship with the company and its shareholders. However, if a director acts beyond his power, he can be held personally liable.

Lakshmanan Arumugam   20 May 2021

Question is whether legal heirs of the shareholder can legally avoid inheriting the shares as well as liability of the pvt ltd co? Another question is whether legal heirs can avoid liability of the director for the personal guarantee given since director may have provided legal heirs with property in individual capacity? Far as the co as a legal entity is concerned the liability is limited and no further liability would arise for the co?   


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