Director's exposure to liability after resignation

I'm trying to find a statute reference or some case law on the difficulties a Director would face, after resigning as a director, relating to activities while he was a Director. Its about the treatment of Directors' loans.

He (A) is unhappy about certain proposals his co-Director (B) has come up with as to how to deal with these activities/irregularities. He wants to face up to the situation and come clean with Revenue. The Co-Director (B) has suggested that he (A) resign as Director and another Director (C) is appointed and that they (B) and (C) will sign off on the accounts. The way that (B) is proposing to deal with the loans is "just" this side of acceptable but would certainly raise eyebrows in the event of a Revenue audit and, I expect, in the event of liquidation.

So - does this proposal relieve the retiring Director of all responsibility for past activities or is he liable as a past Director notwithstanding he has resigned? And for what period? There is a 12 month period mentioned as regards liquidation.

I can't find an actual answer although my own gut reaction is that, if it smells funny, it's usually for good reason. But I'd really welcome a steer towards something more solid.

mf

Sorry, I can't quote statute.

But I am not sure that the focus should be on the signing of the accounts. If the company gave out loans while he was a director, is that not what a liquidator or tax audit would look at?

If they are then burried in a set of accounts, that would be compounding the offence.

If he,as a director, insists, in writing, that the directors repay the loans to the company, and the directors refuse to do so, then it would be good grounds for his resignation.

If the loans are very short term, Revenue or a liquidator might look on it less severely.

If the plan is to repay the loans just before the year-end and to take them out again immediately afterwards, then they would treat it very seriously.

I presume that the company is availing of the audit exemption? If not, he should inform the auditor.

Brendan

I would imagine that if the act was illegal, then the corporate veil is dropped and he is essentially responsible for his action up until the time the action becomes barred by the Statute of Limitations.

Do these irregularities affect director A, did he benefit from the director loans?

Director A needs to put it on the record that he is not happy with the proposed suggestions, seek legal advice (post more information) and decide on whether to resign or not or indeed if the actions of Director A and C should be reported to ODCE or other body!

Also, can you confirm if Director A is planning to resign and walk away from the company or simply resign from being a de jure director but still leave himself open as a defacto director?