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Pvt ltd co. winding up & director issue query

CA JK (Student) (187 Points)

20 January 2012

I have a query relating to Private Limited Company :

There is a Private Limited Company having One Managing Director and one Director. Managing Director wants to resign from the Company, as there is no business and other Director is not allowing him to windup the company.

1. So, when one Director resigns, can the company exist with only one director ?

2. As there is no business in the Company, there are no chances that a new director joins. So what are the consequenses the other director will have to face ?

3. When the MD resigns, then will the company gets closed ? (As one director cannot be there in a Pvt. Ltd. Company)

Please help me with the above issue.

Thanks & Regards

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2 Replies

CS RAJESH C.CHOUDHARY (ASSISTANT MANAGER) (14607 Points)
Replied 23 January 2012

1. Minimum two subscribers are needed to form a Private Company.

2. The Company will cease to exist.

3. Yes

The directors are responsible for any act during their tenure as director.

If company have no business, go for wind-up. Merely by resignation of director or MD, company couldn't be wind up...

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CS MOHIT SALUJA (PRACTICING CS Jalandhar 9914558709) (5155 Points)
Replied 24 January 2012

Dear CA IPCC, first of all for any private limited company, there is requirement to have at least two directors. So when one person will resign, you will have to file Form 32 with the concerned ROC. But filing of form 32 will not be posiible because while uploadin it will give an error that there is requireemnt to have two director. So the company will have to appoint another director. Only after that MD can resign and you can file Form 32.

No the company will not be closed automatically when the MD resign, the company and directors will have to file the necessary documents with the concerned ROC for striking off.