Can the last director resign ? - Modern slavery

[thornad]

I have a small company, with me as only director, but people who used to be investors own more than half of the company. The company is not making any money and has a few thousand debt to HMRC which the investors were supposed to pay while they were still financing the company (Paye stuff). They only invested for two month and all they paid was my salary. We did not get along (they don't understand what I do) and they puleld out.
They initially said they will return the shares, but now they ask a ridiculous amount of money for them. I am living on a shoestring budget. I would like to move on with my life, even if I have to give up on the company. But how to do that ?
I had an employment contract with the company as executive director, but I resigned (to myself as Director). Does that work ?
Even if that works, I am still Director even if I am not employee.
Can the last Director resign ?
I was thinking to apply for voluntary strike off. Can they stop it?
Should I take the company into liquidation ? I think it needs the accord of majority shareholders for that.
Is there no way out ? Can these people hang on like leeches to me forever?
Thank you.

 

[akirk]

you have different hats:

employee
director
shareholder

you can resign as employee

you can resign as director (you may wish to check logistics with companies house) but it will then be the company in default not you and up to the shareholders to ensure it is not

you can donate your shares to someone else / sell them / etc.

however I would check with companies house - their advice line is good...

the issue of liquidation etc. is a different issue - and even leaving as dirrector etc. will not remove liability from you as a director...

you may want to take detailed advice from an accountant / solicitor...

Alasdair

 

[mahutchinson]

It is the directors' responsibility to keep the company compliant, not the shareholders', so technically you should not resign but in reality this happens all the time. I am surprised (no I'm not really) that there was no agreement written up for these investors. How did you all think you were going to agree what to do in any particular situation in the future ? To value the company you need an independent accountant - agreement to use one should have been a term in the articles or the shareholder agreement which the company should have drawn up, setting out details of how and when shares could be sold, transferred, given up by resigning directors etc. etc. You can apply for the company to be struck off, before resigning of course, but HMRC may well object to the application and freeze it while they pursue the company for the debt.