Hi, can you please advise whether you have a Shareholders Agreement? (is this what you have called the company agreement?) and if not, why not?
If you resign and withdraw permission - what grounds would you us to justify this withdrawal of permission? you say that this option exists within the company agreement.. are you 100% confident that the company/other shareholder would not have grounds for a legal action against you? or grounds to claim compensation for damages/losses?
Please provide the wording of this option? even better - I will send you an offer of additional service, so we can exchange details and you can forward the entire company agreement, so I can review and offer you feedback, and we can discuss the situation over the phone.
The problem you have regarding the decision by the directors regarding employment of yourself... is that any vote of the directors... (if it involves you) will inherently contain a conflict of interest.. as you would be voting on something that could be shown to benefit you personally..
Have you considered buying this shareholder out of their 30% share?
The solution may also reside in taking steps to remove the other director? does the company agreement state anything in this regard? though, even if this was successful, you still would owe a duty to all shareholders to act in the best interests of the company.... (not yourself personally)...
What does the company agreement say about either of the shareholders working in the business? or buying out the other shareholder?
Another solution may reside in amending the company agreement (if this is required)... by agreement of both shareholders..