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Resign as CEO/Director

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asked on Jul 19, 2013 at 20:09
by   nick168fng
Dear Sir,

Here is my situation.

I was transferred from another company (same owner) to a new startup and appointed CEO of the company. In addition, I am also one of the Directors with 10% share of the new company.

It is a SDN BHD setup with two Directors. Main shareholder is my partner who is using her mother’s name to register as a Director of the company.

Questions:

1. Can I resign as a Director given that there are only 2 Directors in this SDN BND? How do I go about it?

2. Can I transfer shares?

3. As the CEO (with no transfer letter, offer letter or appointment letter) do I need to serve notice period?

Your kind advise is much appreciated.

Many thanks in advance.
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6 Answers

answered on Jul 20, 2013 at 01:23
by   arun1011
Hi there

1. You can't resign as Director unless you get someone else to take over since the Sdn Bhd has only 2 directors. If the other director is being an obstacle, tnen you got to petition to wind up the Company.

2. Yes, you can transfer your shares.

3. As far as the notice period is concerned, unless there is any oral agreement to the contrary, you do not have to serve any notice period since there is no written appointment letter.
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answered on Jul 20, 2013 at 02:19
by   nick168fng
Dear Arun,

Thank you so much for your prompt and professional reply!

In regards to the Directorship, can I just leave it as it is and let the company runs its course for better or worse? My only concern is whether I will have any unwanted liabilities in doing so in the long run?

Keep up the good work!
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answered on Jul 20, 2013 at 16:15
by   arun1011
Your concerns are real and it is for that reason that you should try to sort out your directorship issue promptly.
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answered on Jul 23, 2013 at 15:25
by   nick168fng
Hi Arun,

Just one other thing, in the absence of the appointment/offer letters, am I still required to tender a resignation letter? I may not be required to serve notice but since I am still drawing salary from the company, is this the right approach to protect myself?

Thanks.
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answered on Jul 23, 2013 at 15:35
by   arun1011
Your appointment as CEO was made orally without anything in writing, but the fact remains since you were drawing salary as an CEO, you are in an employment contract with the Company, albeit being an oral contract. As such it is only proper that you tender in your resignation letter. However since there is no notice period specified and unless anything has been agreed orally, you are legally entitled to give just one day notice but reasonable practice would indicate that its best you give 1 month notice.
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answered on Jul 23, 2013 at 17:21
by   nick168fng
Thanks again, Arun. 1 month would be fair but it is difficult when the company does not have the funds to pay the salary.
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