Issue with Resignation of a Company

I have an incident which my mother has registered as a director of an company (Sdn. Bhd.) with two other foreigners from Morocco and last year my mother would like to make a resignation from the company and two other directors have already orally agreed with the requisition.

Then secretary has provided a documentation to another two of the directors to sign that agreeing my mother would resign from the companies. Unfortunately this process has been delayed for a long period until now we have no chances to contact the directors from Morocco again.

We are so frustrated and confusing what we have to do right now. Kindly please advice what we should do now since the secretary can't do any resignation process without the signature of the Moroccan director.

Anybody can resign from a company, even the Director. If they refuse to accept the resignation, just resign anyway. Send out the resignation letter to the HR department and insist on a "Chop Received" from the them. Then make a copy and send one copy to the Company's Secretary and Suruhanjaya Syarikat Malaysia (SSM). Also make sure you receive chop-received copy. Keep the copies of all 'chopped-received' copies.

Then after a few weeks, check the company's details like Form 49 and Form 24 with SSM. Make sure that the resignation is reflected. If not, chase SSM again.

Thanks for the reply.

But the problem is, no business was ran after all when the name has been registered, basically the company has nothing except 3 directors. Since the company doesn't run any business every year we can't submit the statement of financial position to SSM and SSM penalty us for that. Please advise what should I do now.

I have a client who had this problem and SSM whacked him with summons due to non compliance by the company (for the years since he was appointed director).

Despite lodging complain to SSM and proof of company secretary had acknowledged receiving his resignation as director, SSM replied that they are only the Registrar and would not get involved in a company dispute.

The only option is to take the other directors to court for non acting on his resignation letter.

SSM's position is, until they are notified (and that's through the lodgement of Form 49 with SSM), they don't recognise any changes to the board of directors.  And therefore, he would continue to be liable for offenses committed by the company.

In such cases, best go to court and hammer the company & other directors

I have the same issue. The other directors refuse to sign the resolution to confirm my resignation so secretary cannot submitted to SSM. Does going to court help in resolving the issue? Please let me know how you resolve this issue.  Appreciate your kind advice.

Does going to court help in resolving the issue ?
Yes, you can go to High Court and apply to wind up the company.

Are there other ways to effect my resignation as director from the company without going to court? I just need to get my name out of the company. Thank you.

I have the same issue. Both directors refuse to sign the resolution to confirm my resignation so secretary cannot submitted to Suruhanjaya Syarikat Malaysia (SSM). Keep dragging saying that I have pending work but I have no pending work for the company. How long actually director can hold to sign back Company Act section 297 and section 58? Secretary has sent to them. Appreciate your kind advice.