Q&As

Where a company has made an application to strike off a dormant company which has been published in the Gazette, can a director of that company resign from his position as a director without affecting the strike off application?

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Published on LexisPSL on 03/05/2016

The following Corporate Q&A provides comprehensive and up to date legal information covering:

  • Where a company has made an application to strike off a dormant company which has been published in the Gazette, can a director of that company resign from his position as a director without affecting the strike off application?
  • The requirement for a minimum number of directors
  • What is the strike off procedure?
  • Resignation post-Gazette advertisement

This Q&A considers whether a director of a company that has had its application for strike off published in the Gazette can resign as director.

The requirement for a minimum number of directors

CA 2006, s 154 provides that, at a minimum:

  1. a public company must, at all times, have two directors, and

  2. a private company must, at all times, have one director

This means that:

  1. in case of a public company with only two directors, a new director of the company must be appointed before either one of them can leave office, and

  2. in the case of a private company with only one director, a new director of the company must be appointed before that sole director can leave office

If a company finds itself with no directors it will be in breach of the CA 2006 and could be directed to appoint directors by the Secretary of State. It is for the shareholders to rectify the situation if a company has no directors. They may appoint a new director in a general meeting of the company. Such a g

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