How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask Buachaill Your Own Question

Buachaill
Buachaill, Barrister
Category: Law
Satisfied Customers: 10175
Experience:  Barrister 17 years experience
53108719
Type Your Law Question Here...
Buachaill is online now

hi my partners have frozen me and my wife out of the company

Customer Question

hi my partners have frozen me and my wife out of the company i built.
we were four equal partners each with 25% shares in a private limited company,
one of the partners died 18th of june 2012
he was the sole director of the company
his son who is a solicitor became director of the company
he did not hold a share holders meeting
he has allocated the shares of the deceased directors shares to his himself and three of his brothers and the other share holder
two of us share holders holding 25% each totaling 50% shares were not offered the opportunity to purchase any of the shares,
we have not received any rent from the property we own 50% either since last november

hope this gives some sort of idea of whats going on
Submitted: 3 years ago.
Category: Law
Expert:  Buachaill replied 3 years ago.
1. At the outset, you need to call an Emergency General Meeting of the company to find out what is going on and to elect new directors. As yourself and the other shareholder hold 50% of the shares of the company, you only need one more vote to elect whatever directors you choose and to decide how the company should be run. Be aware that the appointment by the son of the deceased of himself as a director is probably invalid as it did not have a majority of the shareholders agreeing to this course of action. A person cannot unilaterally appoint themselves director of a company.
2. However, the downside to what you have set out, is that yourself and the other 25% shareholder had no right to purchase the shares of the deceased shareholder, unless the company's Articles of Association & Memorandum of Agreement gave you pre-emption rights. So you cannot complain about the fact you were not offered these shares to purchase before their transfer to the children of the deceased.
3. You should prepare an agenda for the General Meeting of the company and call upon the directors to account for the money being received in rent from the property. You should also consider being appointed a director yourself in order that you may run the company properly.
4. Finally, be aware that you can take legal action for being frozen out of the company in his fashion under the minority oppression provisions of the Companies Act. However, before you take such action you will have to make your best attempt to deal with matters through internal company procedures such as by holding a General Meeting.

What Customers are Saying:

 
 
 
  • Thank you so much for your help. Your answers were really useful and came back so quickly. Great! Maggie
< Previous | Next >
  • Thank you so much for your help. Your answers were really useful and came back so quickly. Great! Maggie
  • A quick response, a succinct and helpful answer in simple English. I believe I can now confront the counter party with confidence -- worth the 30 bucks! Rick
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C.
  • This expert is wonderful. They truly know what they are talking about, and they actually care about you. They really helped put my nerves at ease. Thank you so much!!!! Alex
  • Thank you for all your help. It is nice to know that this service is here for people like myself, who need answers fast and are not sure who to consult. GP
  • I couldn't be more satisfied! This is the site I will always come to when I need a second opinion. Justin
  • Just let me say that this encounter has been entirely professional and most helpful. I liked that I could ask additional questions and get answered in a very short turn around. Esther
 
 
 

Meet The Experts:

 
 
 
  • Jo C.

    Jo C.

    Barrister

    Satisfied Customers:

    30316
    Over 5 years in practice
< Last | Next >
  • http://ww2.justanswer.com/uploads/EM/emus/2015-7-7_192327_bigstockportraitofconfidentfemale.64x64.jpg Jo C.'s Avatar

    Jo C.

    Barrister

    Satisfied Customers:

    30316
    Over 5 years in practice
  • http://ww2.justanswer.com/uploads/BE/benjones/2015-12-1_0437_ennew.64x64.jpg Ben Jones's Avatar

    Ben Jones

    UK Lawyer

    Satisfied Customers:

    11553
    Qualified Solicitor - Please start your question with 'For Ben Jones'
  • http://ww2.justanswer.com/uploads/BU/Buachaill/2012-5-25_211156_barrister5.64x64.jpg Buachaill's Avatar

    Buachaill

    Barrister

    Satisfied Customers:

    1754
    Barrister 17 years experience
  • http://ww2.justanswer.com/uploads/JO/jojobi/2013-3-19_0265_maxlowryphoto.64x64.jpg Max Lowry's Avatar

    Max Lowry

    Advocate

    Satisfied Customers:

    894
    LLB, 10 years post qualification experience
  • http://ww2.justanswer.com/uploads/UK/UKLawyer/2012-4-12_9849_F2.64x64.jpg UK_Lawyer's Avatar

    UK_Lawyer

    Solicitor

    Satisfied Customers:

    750
    I am a qualified solicitor and an expert in UK law.
  • http://ww2.justanswer.com/uploads/KA/Kasare/kasare.64x64.jpg Kasare's Avatar

    Kasare

    Solicitor

    Satisfied Customers:

    402
    Solicitor, 10 yrs plus experience in civil litigation, employment and family law
  • http://ww2.justanswer.com/uploads/OS/osh/2015-7-7_19268_gettyimagesb.64x64.jpg Joshua's Avatar

    Joshua

    Lawyer

    Satisfied Customers:

    8199
    LL.B (Hons), Higher Prof. Dip. Law & Practice