Wmicheals asked:

Can a CEO of a company, who is one of three shareholders, resign as being a director of the company when the company is going to cease operations completely.

Stan Galbraith answered:

A director can resign at any time. However, corporate registry in your jurisdiction will not process that resignation if it takes you below the minimum number of directors as stated in the articles of the Corporation.

For most small business corporations, the minimum number of directors is one. This means that if you are the last director to resign corporate registry will not process that registration as it would take you below the minimum. If the company has ceased operations then you can dissolve the corporation. This is a simple process if there are no assets or liabilities, otherwise it is much more difficult.

About the author

Stan Galbraith is a lawyer with over 25 years of experience. He was admitted to the Alberta Bar in 1983 and has operated his own law office since 1988. Stan has a wealth of experience ranging from litigation and appeal work to teaching and writing.

He has now left the world of litigation behind and works with commercial and residential realtors and their clients on closing their transactions. He also practices extensively in the areas of small business and wills and estate planning and administration.

You can find his website at www.galbraith.ab.ca.

 
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