liabilities of directors after merger

asifa butt (Querist) 10 December 2010 This query is : Resolved
can a creditor sue the directors of a company which is merged into another for their personal guarantee. after merger directors are not working as director of new company bt are shareholder only?

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Raj Kumar Makkad (Expert) 10 December 2010
Yes. The directors who are personally liable cannot be exonerated from their liability either they are shareholders or not or even working in the same company or not.

s.subramanian (Expert) 10 December 2010
yes

Advocate. Arunagiri (Expert) 10 December 2010
Personal guarantee need not be associated with their directorship. They are liable even if they are not directors. You can sue the particular director/s.

Kirti Kar Tripathi (Expert) 10 December 2010
agree

Arun Kumar Bhagat (Expert) 11 December 2010
Yes, liable.

Advocate Bhartesh goyal (Expert) 11 December 2010
Yes,Directors are liable.

M V Gupta (Expert) 11 December 2010
The guarantee deed generally contains in the liability clause that the guarantor shall not be discharged from his obligations under the guarantee even if the company is merged or amalgamated or wound up etc. Hence notwithstanding the merger of the company the gauarantor continues to be liable under the guarantee.

Devajyoti Barman (Expert) 12 December 2010
yes

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