resign from directorship of a pvt ltd firm ows liability

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

09 February 2010 Hi Experts

Would like to know the process to be followed when directorship resignation been planned.
The scenario is
husband and wife holds 100% share of a pvt ltd company. The company has 3 directors two external and one with in the share holder. One of the external director runs the business.
With the different business views with directors the director+share holder decided to quit.
The company has service tax liability, few vehicle loans and OD has been obtained by the director who is now decided to quit.
The director who runs the business put front the below method to take place for the directorship resignation.
1. share transfer to him and his wife.
2. Then the removal of signatory for the banking.
3. Then resignation of directorship with the legal documents sign off.
Now the question is
Are there any way the director can quit and be without liability.
To come out from the company without liability (service tax+loan+od) what is the process to be followed?
If the above requested method accepted what is the risk?

Your expert view will be much helpful.

Thanks in advance.

Chandranil

Chandranil (Expert)
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23 February 2010 as per my knowledge,

If you see company law or other acts the Directors are liable for the activities that has taken place during his tenure, now whether to transfer the shares is purely personal decision, but the best course is to for new company with that other mention person and transfer or a sort of merger with that co the other company will be by share holding and Directorship of that other ditrector the agreement for merger must specifically say say that second company is aquiring first company with all assets & liabilities.

please do study the inplication of other laws too before executing such method