Ask a Law Question, Get an Answer ASAP!
other than been a registered director for each no
There has been some board meetings but no resolutions made. And none since jan thats one company the other company only got formed in july
Thanks i understood the share holder bit.
My main concern is that she is making very bad decisions and she has asked me to not communicate with the buisness.
Im really concerned as a director and I think its more than when than if they are going to come look at me.
Can I still ask her to be removed even if she and I are the only directors?
and she has 75 shares and i only have 25
also how do i go about protecting myself that i am aware of someone already considering to sue the company. And how if she has blocked me from dealing with the buisness i need to protect myself as this is all going to blow up very soon. Thanks
she has also told the business I have been fired (i have never drawn a salary or any payment of any kind) and not to deal with me in any way
where i say come look at me i mean as a director.
I see, if she has 75% you would struggle. If she is breaching her duties as a Director the Court may order that she is removed, that is entirely possible.
If someone wants to sue the Company you will not be named unless you have a personal guarantee. As Director and shareholder you have a right to see Board resolutions and minutes of meetings. She can only take action if she has been given the authority or resolutions have been passed.
This sounds like an internal dispute and they are often hard to deal with especially when someone has a reasonable majority. She can not force you out as a shareholder that can not happen - but she can as a Director as she has majority.
But the business must continue to be run properly, if not you could seek an injunction to have her removed.
If this fully answers your question, please take a moment before you leave and rate my service, it only takes a second and is an important part of the process. Otherwise if you need more information or help then please click reply. Alex
just so im clear so if i think her actions are putting the company in a serious legal position who do i approach and how do i put on notice that although i am a director i have no control over her actions? and will not accept liability?
as to forcing me off as a director that has to be done at a meeting which i presume i have to have notice off and also as she is in Monaco does it have to be held in the UK or can she be awkward and call it in Monaco?
Is it better for me to just call one myself and make sure my concerns are noted in an egm and again can i call that in the UK.
Thanks for all your help
also could they devalue the company or simply shut it down or run it into the ground to make my shares worthless?
Yes I would put your concerns in writing that states you do not accept liability for her actions and whatever flows from that. If she removed you then there would need to be a resolution and you would have notified as such. She could call it in Monaco but it would not be binding unless your Articles of Association state outside jurisdiction meetings county.
Its a matter for you whether you deal with this at an EGM or otherwise but there is the risk she could run it into the ground.
Please remember to take a moment to rate my service today, thank you. Alex