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Written by mcullingford, on 13-02-2009 11:15 Your scenario poses many issues further complicated by the insolvency proceedings.  As former directors you should fully record what role you took and what has happened and take advice.   As shareholders, despite any apparent 50-50 deadlock there may be casting vote provisions within the Articles and the ability to remove or appoint directors to change the deadlock depending on shareholders agreements etc.   Also the directors effectively contract with the company and have duties to the company and, thereby indirectly to its members and creditors.   Having taken advice it may be appropriate to work with the Liquidators to address these issues, being mindful that there are a number of potential or actual conflicts of interest to manage.