Legal Question in Business Law in Nevada

Re: Resignation of Director

Corporations are 'creatures of statute' and the laws will vary from state to state. In California, the Corporations Code provides that a director can resign by giving notice to the chairman of the board, the board of directors, or the corporate secretary. The Revised Model Business Corporations Act, adopted with minor variations by several states, says a director may resign by "delivering written notice to the board of directors, its chairman, or to the corporation."

The mailing of the registered letter may be sufficient, but it would be preferable to make a concerted effort to deliver written notice to the chairman and/or secretary, or to as many other directors as possible.

Note that if the corporation is defunct but not formally dissolved, the law may treat the directors as trustees in dissolution and impose duties and liabilities on them for the protection of creditors and shareholders, and the director probably can't escape this imposition by resignation. The moral is, resign before the trouble begins.

If there is even a possibility that the director could be liable for corporate (mis)deeds, the individual should consult a Nevada attorney at once.