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UKSolicitorJA
UKSolicitorJA, Solicitor
Category: Law
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Experience:  English solicitor with over 12 years experience
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Can the article association be harmful to myself if we get

Customer Question

Can the article association be harmful to myself if we get a disruption. I am thinking to have a private limited company with 2 directors. if it is not. how can 2 directors (the same shareholder) vote for decisions? can the decision be taken only by one director without the other? Can only one director remove thee other director later on? if Yes, how to be covered.


Can I have article of association template that it can cover both?

Submitted: 2 years ago.
Category: Law
Expert:  UKSolicitorJA replied 2 years ago.
Hello,

A private company may only have 1 director and 1 shareholder, there is no need to appoint 2 directors or 2 shareholders. This would give you control of the company if you were the sole director and shareholder.

You may use the model Articles appearing here:

https://www.gov.uk/limited-company-formation/articles-of-association

Hope this helps. May I help further?





Customer: replied 2 years ago.

But we are 2 Directors. and we need to be 2.

But the point I need to be covered.

And I saw that template on company house before. but i there a problem using this article without worrying that the other director can remove the first one.

Expert:  UKSolicitorJA replied 2 years ago.
In that case, you should enter into a shareholders agreement with the other person if they are also a shareholder and specify what decisions you may take alone without consulting them.

See here for an example:

http://www.formacompany.com/en/uk/uk-shareholders-agreement/uk-shareholders-agreement-long


Shareholders may remove a director by passing an ordinary resolution under the Companies Act, so if the other director does not have at least 50% shares, they cannot normally remove you as a director.

Hope this helps



Customer: replied 2 years ago.

we need to be 2 directors and both of us are the same shareholders. no more people in.


by using the company house form for article of association. can one director remove the other one? yes/no. and why?

Expert:  UKSolicitorJA replied 2 years ago.
No, this is not possibloe as there is no provision in the model Articles for removal of directors.

See S. 168 of the Companies Act 2006 which would apply:


http://www.legislation.gov.uk/ukpga/2006/46/section/168

All the best

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