Be careful about taking clients from this company, you do not own the client list the company does and the company can come after you if you seek to take them, actually can take any profit you make from sales to this group in the future.
It seems that the company has no value other than its customer base, is there a web presence that needs to be considered.
I would walk away and start afresh, I see nothing wrong with letting the existing clients know that you have moved on and let them make a choice. I would have a web presence ( if applicable to your business ) and phone numbers prior to doing so.
If you are right the current business will collapse anyway without your input.
Follow the correct process and resign in writing ensuring the CRO are notified. Surrender your shares to the co-director, I say this only if you cannot work out an arrangement with your co-director..
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