• Partnership fraud

I joined Pvt Ltd company in education field in Aug 15 as a non executive director. The company was registered in April 15. One director resigned stating other engagements but he is still a shareholder. I came to know about huge liabilities company had in October 15. The first director went to native place in UP for diwali and is not returning now claiming one or another illness. Now the creditors are threatening me for settlement of liabilities. i don't know financial commitments of the past. What could be way out for me?  Business had good revenue earnings as such liabilities should not be there. What could be a way out for me?
Asked 12 months ago in Criminal Law from Mumbai, Maharashtra
Religion: Hindu
On incorporation, a company acquires its own independent personality distinct from the members constituting it and becomes a legal person in the eyes of law. The company is a separate entity from its shareholders. Hence the shareholders of a company are not personally liable for the company's debts either. The debts of the company are its own independent debts like the property and assets of the company, which are its own.
Ashish Davessar
Advocate, Jaipur
18088 Answers
448 Consultations
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Hi, first you have to resign from the company and thereafter intimated the same to the Register of Companies and board has to accepted your resignation.

2. Don't settle the any amount to the creditor, if they want money then they have to approach the court so you have sufficient time and you can contest the case.

Pradeep Bharathipura
Advocate, Bangalore
4104 Answers
133 Consultations
4.3 on 5.0
1) you can send letter to MD and resign as director of company with immediate effect 

2) mention reasons for your resignation 

3) within 30 days file with ROC copy of your resignation letter , intimation sent , acknowledgement received from the company together with reasons for your resignation. 
Ajay Sethi
Advocate, Mumbai
23206 Answers
1218 Consultations
5.0 on 5.0
1. Being the executive director, you are not liable for the loans and liabilities of the Company,

2. However, it will be prudent on your part to resign from your said post to avoid any future problem.
Krishna Kishore Ganguly
Advocate, Kolkata
12104 Answers
230 Consultations
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1. The Company still exists and there should be one MD in the said Company,

2. Send him the resignation letter seeking immediate release,

3. If there is no MD now then send the resignation letter to the only Director who has not yet resigned.
Krishna Kishore Ganguly
Advocate, Kolkata
12104 Answers
230 Consultations
5.0 on 5.0
 letter should be sent to managing director of the company at its regd office address 
Ajay Sethi
Advocate, Mumbai
23206 Answers
1218 Consultations
5.0 on 5.0
There is no need to resign from the company. The directors are not liable for the debts of the company unless specific criminality is imputed to them.
Ashish Davessar
Advocate, Jaipur
18088 Answers
448 Consultations
5.0 on 5.0
Hi, you have to send the Resignation to that Director who is in his native place.
Pradeep Bharathipura
Advocate, Bangalore
4104 Answers
133 Consultations
4.3 on 5.0
You appear to be a director and not a shareholder, right?
A director cannot be held responsible for the company's liabilities, it is the problem of the shareholders.
You can tender the resignation addressing o the existing director to his address where he is now residing and absolve yourself from the company's liabilities.
T Kalaiselvan
Advocate, Vellore
13985 Answers
127 Consultations
5.0 on 5.0
1) send resignation by email and regd post 

2) mention reasons for resignation 

3) intimate ROC within 30 days and enclose copy of resignation letter sent , acknowledgment received as advised earlier 
Ajay Sethi
Advocate, Mumbai
23206 Answers
1218 Consultations
5.0 on 5.0
Send resignation through email with your digital signature. This would prove tender of resignation.
Ashish Davessar
Advocate, Jaipur
18088 Answers
448 Consultations
5.0 on 5.0
If they do not accept the resignation given in person, send the same by registered post with A/d.  Let them take any action on it.
However since you have come out with a new fact that you are share holder with 40% share holding, you may have to face the liabilities.
T Kalaiselvan
Advocate, Vellore
13985 Answers
127 Consultations
5.0 on 5.0

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