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 Ash Your Own Question

Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
75100385
Type Your Law Question Here...
Ash is online now

Hello, I am a Director of a property management company

Resolved Question:

Hello,

I am a Director of a property management company where the residents own the freehold and we are the long leaseholders as well. I have two questions; the first is that we have just been through a process of trying to remove me as a Director but they failed to follow the 28 day special notice and in any case we have a legal right to be a director in the constitution. As the 28 day period was not adhered to if there are other items on the same notice which would normally only require 14 days are they also invalid as they are wrapped up with the notice to remove a Director?

Secondly fellow Directors are not properly obatining bids for a large contract and trying to award same to a friend with no experience in the field is there any thing I can do make them go through a competitive process? The shareholders are all in agreement with the decision but to me it is folly. Is there any thing I can do about this?
Submitted: 3 years ago.
Category: Law
Expert:  Ash replied 3 years ago.

Alex Watts : Hello my name is XXXXX XXXXX I will help you with this. Please note that I am a working Solicitor and may be on and offline as I have to attend Court and meet with clients, even at weekends. As such you may not get an instant response when you reply, but rest assured I will be giving your question my immediate attention upon return You do not need to wait here as you will get an email when I reply.
Alex Watts : Do you have articles of association please?
Customer:

Yes

Customer:

The articles provide for each resident to be a director.

Customer:

There is nothing specific in the articles as to how the directors should behave.

Alex Watts : Do the articles provide for how a director and when they can be removed please?
Customer:

Hello,

Customer:

Can you give me an idea when you will be able to answer my questions put to you yesterday.

Alex Watts : Yes I did ask whether do the articles provide for how and under what circumstances a Director can be removed.
Customer:

No the articles do not provide for the removal of a Director. Table A of the Companies Act 1985 is excluded and Directors hold office until the property is sold if they so wish. Only the members of the company can be Directors.

Alex Watts : Ok. But if the procedure would have been followed then the result would have been the same?
Customer:

I am not sure exactly what you mean with your last statement. Sec168 doesn't remove the right to be a director the question is do they have the right to apply 168 in the first place? The question really is are all the resolutions, being part of the same notice, invalid if special notice was not given even though some of those resolutions would ordinarily need only 14 days notice?

Alex Watts :

Can you do anything about this - which is your question

Alex Watts :

Yes you can

Alex Watts :

You can seek a declaration from the Court that your removal was invalid.

Alex Watts :

You need to write to the Company and its Directors and set out your position and ask that you be re-instated otherwise you will go to Court.

Alex Watts :

If they refuse then you can issue proceedings.

Alex Watts :


You need to complete form N208








Alex Watts :


 






http://hmctsformfinder.justice.gov.uk/courtfinder/forms/n208-eng.pdf








Alex Watts :


 






The Court will then list the matter for a hearing and if contested make directions for the matter to be heard.






ease?


Alex Watts :


 






Then at the final hearing a Judge will make a decision






Alex Watts :


 






You are asking for an Order that the decision made to remove you is invalid because they did not follow proper process






Alex Watts :


 






The Court fee to issue the claim is £175 unless you qualify for fee remission






Alex Watts :


 






Can I clarify anything for you about this today please?



Customer:

If they had followed the proper process are you saying that they could remove me even if I have a right to be a director under the articles? If they can apply 168 then surely I can re-appoint myself under the articles?

Alex Watts :

I did not say that. I said that if you follow the above process then the Court will declare that you can not be removed.

Alex Watts :

If you can not be removed then you are a Director.

Alex Watts :

Does that clarify?

Customer:

Sorry to labour this but if they followed the process of s168 lawfully then would the court declare that I cannot be removed because of my right under the articles? Have I understood this correctly?

Alex Watts :

Yes that is right.

Alex Watts :

Does that help?

Customer:

Yes, thanks. They did not follow the 28 day notice in any case so it would have been invalid. Does this make any other resolutions invalid if bundled into the same notice even if they would only require 14 days notice?

Alex Watts :

Does that help?

Alex Watts :

Yes it would.

Customer:

Final question; is there any part of the legislation I can refer to which would confirm the other resolutions are also invalid?

Alex Watts :

The Companies Act 2006 is a HUGE piece of legislation!

Alex Watts :

But they have to follow the process for EGM's etc.

Alex Watts :

But look at Chapter 1

Alex Watts :

Does that help?

Customer:

Many thanks.

Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience: Solicitor with 5+ years experience
Ash and other Law Specialists are ready to help you

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
< Previous | 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
 
 
 

Related Law Questions