Thank you for the additional information.
If the company has a provision in its shareholder agreements that it may not operate or qualify in California then the director, who is also a shareholder, may be liable for violating that provision. Though, the provision would be more appropriate in the corporate bylaws
. The shareholders really do not, legally, as a general rule, have a say in the day to day operations of the business.
The director may have personal liability for the unpaid taxes for operating in California in direct violation of the shareholder agreements.
can operate in any state it wants, regardless of the residence of the shareholders, officers and directors, so long as it is engaged in a legal enterprise under that state's laws and complies with the registration laws regarding foreign entities..
Loans to a director are a tricky thing and need to be reviewed by outside counsel and fully disclosed to the shareholders.
This seems like something that you will want to sit down with local counsel to review you options after a thorough review of all the relevant documents.