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Senior Partner
Senior Partner, Solicitor
Category: Law
Satisfied Customers: 13323
Experience:  Solicitor with more than 30 years experience
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Hello, This relates to UK private company law. I was/am

Customer Question


This relates to UK private company law. I was/am the director of a company with 3 other directors. I am not a shareholder (1 director holds the only share in the company). After some informal discussions on the future of the company in november last year, I recently discovered that companies house have a filling saying that I have resigned as a director! This was not the case. No official directors meetings were called. I was not invited to any. I was not notified of either a move to dismiss me or of my subsequent apparent "resignation". What are my options?
Submitted: 2 years ago.
Category: Law
Expert:  Senior Partner replied 2 years ago.

Hi thanks for your question. Were you employed or paid by the company? How and when were you appointed?

Customer: replied 2 years ago.

I was not employed or paid. I was one of the 4 founder directors, appointed using the standard form to companies house.

Customer: replied 2 years ago.

Appointed 6/6/2012

Expert:  Senior Partner replied 2 years ago.

Ok thanks. Well technically your removal is invalid as a director can only be removed by a shareholder resolution of which you have to have notice. However if you are not a shareholder and have no economic interest in the company, then you have no real claim to damages for this. So you could complain the companies house that there has been a breach of the companies act and you could write to the company saying your removal is not valid. However there is nothing to stop the sole shareholder convening a meeting and removing you properly. So unless you have some agreement with the others about how things are to be dealt with then you have no realistic recourse. What if anything do your co directors say about this?

Customer: replied 2 years ago.

We have had no discussions on it. They seem to have had a meeting without me being notified. Two directors (including the shareholder) are a married couple. The other director I believe attended.

Expert:  Senior Partner replied 2 years ago.
Ok well they cannot lawfully jut remove you but as I said there is in reality little or no legal recourse you have if they want to throw you out of the venture if there is no agreement about your participation and you have no economic interest. Did you work in expectation of shares for example?

Have you challenged them about it?
Customer: replied 2 years ago.

I was told that I had a 40% equity stake (the other unmarried director had 20%) and the director who set up the company had 40%. This was agreed in a company meeting at the beginning but purposefully not recorded in the meeting minutes or implemented within the company. It turn out the company was in fact set up with the married director owning the sole share. I only discovered this on looking at the annual filings at companies house.


Expert:  Senior Partner replied 2 years ago.
Ok but have you invested money?

Is the business trading ? Does it have any value?

Apart from the board meeting , is there any evidence of your share?

What outcome do you want from this?
Customer: replied 2 years ago.

The business is "trading" but making no money. I did not invest money.


It seems I will get not recompense for my time but I am interested in the intellectual property I created. The two directors who were lied to about equity share, have done all the work creating a web site, writing code and building an application that has significant potential and value.

Expert:  Senior Partner replied 2 years ago.
OK well that is quite interesting. If you were not employees and were not paid, then you own the copyright in the website , the code and the application. The law on that issue is quite clear. The creator of a copyright owns it even if they are being paid by a third party to do so. The only exception is employees who are employed to do such work when the copyright belongs to the employer.

So you can tell them that you ( and your fellow director) own the copyright and they have no right to use it.
Customer: replied 2 years ago.

That is good news. Can I order them to take the web site down until this is resolved? It is my code.


All the pages say "Copyright Company Name Ltd" as a standard footer. Does this affect my ownership?

Expert:  Senior Partner replied 2 years ago.
Yes you can demand that they do not use it.

The only way of transferring copyright is in writing - so no the fact that there is an incorrect copyright notice is irrelevant. The ownership is determined automatically by law.

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