Analysis Of Cases On Directors’ Resignation Disputes

The Company Law stipulates that directors can serve for a maximum of three years,but directors may resign for various reasons.The resignation of a director involves the three main parties of the company,shareholders and directors,so ther e are many disputes caused by the resignation of directors.Although the current Company Law of our country provides for the election and replacement of directors,the specific procedures for the resignation of directors are unclear.The Company Law(Draft Amendment)published on December 24,2021 clarifies the effective time of resignation,but does not point out the legal consequences of the company’s refusal or slack in re-election.The research on directors’ resignation disputes will help to promote the further improvement of company law,provide discretionary reference and inspiration for commercial trials,and better balance the interests of directors and companies.The 54 cases concerning the resignation disputes of directors show that the disputes mainly include the determination of the effectiveness of the resignation of directors and the responsibility of the resigned directors.The basic procedures,effective time and retention obligat ions of a director’s resignation are the basis for determining the validity of the resignation.Under normal circumstances,the resignation of a director is unilateral,and as long as the resignation report is sent to the company in writing,it will have legal effect.When the resignation of a director causes the number of members of the board to fall below the legal minimum,the resignation will not take effect for the time being,the director has the obligation to continue to perform his duties,and the c ompany shall form a re-election resolution within a reasonable period.If the company refuses or neglects to act,the obligation to remain in office does not affect the validity of the director’s resignation,and the resigning director may confirm the vali dity of the resignation through litigation.The responsibilities of the resigned directors should be analyzed from the legal influence of the industrial and commercial change registration,the responsibilities of the resigned directors when the registratio n has not been changed,and the fiduciary duties of the resigned directors.The handling of the commercial change registration forms an adversarial effect.If the company does not make changes,the resigning director will be responsible for external disput es,and he or she can hold the company accountable according to the principle of consistency of rights and responsibilities.The scope and duration of the resigning director’s duty of loyalty should be explained in a restrictive manner,and a specific agre ement between the resigning director and the company is the best basis for him to undertake the duty of loyalty.