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Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10915
Experience:  Solicitor with 5+ years experience
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I am confused by the difference between the shareholder meeting

Resolved Question:

I am confused by the difference between the shareholder meeting and the director's meeting and their sequence. If we hold a shareholders meeting and I propose to remove him as a director, this motion will be passed as I am a majority shareholder so does that mean that it is the end of the directors meeting as he is no longer a director so in my capacity as a director I can't then for a second time propose that he be removed as a director and technically he then shouldn't be allowed at the director's meeting because he was removed as a director at the shareholder meeting a couple of minutes before.
Submitted: 2 years ago.
Category: Law
Expert:  Ash replied 2 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 as this is not an ‘on demand’ live service, but rest assured I will be giving your question my immediate attention upon return. There is no need to wait here, you will get an email when I reply.

Alex Watts :

Its passed as a resolution by the Shareholder at the EGM that he is removed.

Alex Watts :

Then at that point he is removed if it is passed.

Alex Watts :

If he is a shareholder he will always be a shareholder and you can't really remove him

Alex Watts :

But the resolution can be passed at the EGM to have him removed.

Alex Watts :

So the Directors meeting will be very short!

Customer:

ok so there's no need to really have the directors meeting then

Alex Watts :

Well after the shareholder yes.

Alex Watts :

To tell him

Customer:

yes because technically he can't be there

Customer:

so it would just be me

Alex Watts :

Yes

Customer:

ok so actually I should have just told him there was going to be an shareholder meeting

Customer:

and then at that meeting proposed a motion to remove him as a director

Alex Watts :

Well you still need to meet with him after the shareholder to say he has been removed

Customer:

ok

Alex Watts :

You could call it an exit meeting

Customer:

ok and how much notice do I need to give

Customer:

as in if he's sitting there

Customer:

having just been at the shareholder meeting

Alex Watts :

Of the shareholder meeting?

Alex Watts :

Oh right, straight after

Customer:

yes

Alex Watts :

He can be removed

Alex Watts :

You would have to pay notice pay of course

Alex Watts :

But an EGM I think its 14 days notice

Customer:

he doesn't have a contract

Customer:

as I say there's no money

Customer:

so it's all a bit stupid really

Alex Watts :

Ok -

Customer:

but do I still need to give him notice at his "exit meeting"

Alex Watts :

Notice periods here:

Alex Watts :

https://www.gov.uk/redundant-your-rights/notice-periods

Customer:

14 days

Alex Watts :

Yes

Alex Watts :

But you can say shareholder meeting say 13:00 and then Director meeting 13:30

Customer:

ok

Customer:

so even if there is not employment contract

Alex Watts :

Yes

Customer:

I still need to go through the 14 days notice

Alex Watts :

He can go straight away but you will still need to give notice pay

Customer:

what if he's not being paid anything in his role as director

Alex Watts :

Then he wont get anything and just leaves

Customer:

but still give him 14 days notice

Alex Watts :

Of the meeting yes

Customer:

the "exit meeting"

Alex Watts :

That can be straight away

Customer:

ok 14 days notice period

Alex Watts :

Yes for the shareholder meeting

Customer:

ok I'll check out the link you gave and is there any standard form I can give him for the 14 day notice period

Alex Watts :

And for Director meeting you can give it straght away

Alex Watts :

No form no

Customer:

ok I thought the directors meeting was 28 days

Customer:

so I could do the following

Customer:

1. Send notice today of shareholder meeting in 14 days

Alex Watts :

ok

Customer:

2. At the shareholder meeting give notice of directors meeting

Alex Watts :

yes if he is there too

Customer:

3. After the directors meeting give him exit meeting where I serve notice on him

Customer:

I hope I can just have one meeting with him and get it all done

Alex Watts :

Yes.

Customer:

I thought I read 28 days because I was planning on proposing to remove him

Customer:

at the directors meeting

Alex Watts :

Well in reality if it is only you two you probably could.

Customer:

but actually now I'm not

Customer:

I'm going to remove him at the shareholder meeting which I could hold in 14 days

Alex Watts :

Ok

Alex Watts :

Can I clarify anything else?

Customer:

no that's fine thank you

Ash, Solicitor
Category: Law
Satisfied Customers: 10915
Experience: Solicitor with 5+ years experience
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