Responsibility/liability as sole director

[crispy235]

Hi - I have just resigned from my limited company (selling business software) of which I was a joint owner to focus on another venture. I have agreed with the one remaining director that I will continue to help out during his periods of leave to enable him to keep the company running, but he is asking that I remain as a director in order to maintain the "optics" and in case existing customers of our software notice that I have resigned and get cold feet about their continued use of the system. I absolutely do not want to remain a director, but the only reason I can come up with is that psychologically I need to "move on". His response to my argument that if something happened to him then I would end up having to shoulder the entire responsibility of winding the company down was that I would simply have to resign and all the responsibility would shift to the remaining shareholders/trustees. My question is simply is this a fact? And could there not be other complications eg an angry customer left with a dead-end, unsupported software system wanting to take matters further (in which case presumably I couldn't just evade responsibility by simply resigning)? Is there any other ammunition you could provide with me with?! Many thanks

[dslippy]

You can resign as director, but not as share owner

[atticus]

What is your percentage shareholding?

Do you have a shareholders agreement?

[crispy235]

Thank you for the replies. He has already agreed to purchase my 46% shareholding so I will no longer be a shareholder.

We did have a shareholders agreement but it had an expiry date associated with it which has now passed.

[atticus]

If your business partner buys your shares, that would appear to be that. Whether you remain a director will be a matter for you and not the law.

I cannot see the point of a shareholders agreement having an expiry date while the parties remain members of the same company.

[crispy235]

Thanks again. Yes I realise that I am not legally obliged to remain a director, but my original question is what justification can I give him to resign my directorship apart from I need to "move on". He isn't taking no for an answer and the entire share purchase is being held up as a result, funds which I am really in need of!

[atticus]

This remains a matter for you. If you want to resign, just do it.

EDITED TO ADD>>

But your business partner may make it a term of the share purchase that you are to remain a director for a specified period of time.

[dslippy]

It is a negotiation.

[crispy235]

Yes so essentially I haven't got a leg to stand on as there are clearly no legally sound reasons to justify refusing the position!