Is it possible to remove yourself as shareholder and director of a company without a replacement for either role being named?

[tomster]

Theoretical question.

 

Lets say you opened a Limited company with a couple of friends that you thought were cool and ended up being both a shareholder and director of said company for a while.

 

Things then went South and you need to find a way to remove yourself from the equation, but the other shareholders don't want to make it easy and there is nobody that can take over either role from you.

 

I presume there must be a legal framework for this - does anybody know what it is?

 

Thanks in advance.

[CharlieKo]

You resign your position and walk away with nothing. Do it legally ie through a solicitor.

[tomster]

2 minutes ago, CharlieKo said:

You resign your position and walk away with nothing. Do it legally ie through a solicitor.

Does this apply to both shareholders and directors and what happens to these positions afterwards - they are left vacant?

[couchpotato]

17 minutes ago, tomster said:

Does this apply to both shareholders and directors and what happens to these positions afterwards - they are left vacant?

Just remember each company has to have so many shareholders, so if you leave the company may need to find another person, but the lawyer will advise you/them on this. You are a Director because you are a shareholder, so you can resign from that position anytime.

But as also advised above, you must have a Lawyer sort this out, to be safe and legal.

Good luck.

[CMBob]

You clearly have the right to resign as a director of a company and do so (1) precisely as provided for in the corporation's constitution/bylaws and (2) in a manner you can easily prove you did it (i.e., saying something over the phone doesn't cut it).

But I know of no method you can simply "resign" your shareholder status other than by lawfully transferring those shares to another person or entity who/which accepts the shares. 

Whether doing either or both actions causes a problem for the corporation would be dependent upon the rules of the given corporation or the applicable jurisdiction (if you're talking about a Thai corporation, only way to be sure is to check with a Thai lawyer). 

[Eric Loh]

Limited company are registered with DBD which has the name of shareholders. You have to de-register with the DBD if you decide to remove yourself as shareholders. It will require a EGM by shareholders to acknowledge your removal and submitted to DBD. Without the DBD de-registration, you still be the shareholder in all sort of legality. Consult a lawyer. Not a difficult process. 

[FritsSikkink]

12 hours ago, tomster said:

Does this apply to both shareholders and directors and what happens to these positions afterwards - they are left vacant?

Resign as a director is not a problem as it is a job. As shareholder, you own a part of the company. These shares need to be transferred / sold to someone else. This can be one or more of the current shareholders or a new person. See a lawyer about the shares part.

[tomster]

So

5 minutes ago, FritsSikkink said:

Resign as a director is not a problem as it is a job. As shareholder, you own a part of the company. These shares need to be transferred / sold to someone else. This can be one or more of the current shareholders or a new person. See a lawyer about the shares part.

So if you resign as a director, who takes over? Or it's possible to have a company without a director?

 

[FritsSikkink]

23 minutes ago, tomster said:

So

So if you resign as a director, who takes over? Or it's possible to have a company without a director?

 

That will be a problem for the shareholders, who need to find a new one.

[khunPer]

1 hour ago, tomster said:

So

So if you resign as a director, who takes over? Or it's possible to have a company without a director?

 

It's a common way in numerous countries to leave a company without board and directors to have it terminated by the authorities. However the same authorities might in some cases wish to scrutinize the company as the former members of the board and directors are still responsible for what happened before they resigned.