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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3557
Experience:  Solicitors 2 years plus PQE
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I am a Director of a UK Company, and there are two Directors,

Resolved Question:

I am a Director of a UK Company, and there are two Directors, She has 38% of shares her husband(Not a Director) 37% of the shares and I have 25%
They have given me a notice that they are calling a EGM to remove me but are holding the Meeting abroad in their house. (Articles do not mention where meetings are held in any way?)
I have repeatedly asked for the full accounts which i still have not received?
I have also asked that if tyhey wish to go ahead with the meeting then I wont to claim expenses as the trip will cost me approx £500.
I know she can remove me my questions are
Can it be held abroad like this knowing that i would not go to their house due to the situation?
Can they withhold the accounts?
Thanks
Submitted: 2 years ago.
Category: Law
Expert:  Alex J. replied 2 years ago.
Alex J. :

Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. Do you have a shareholders agreement?

Alex J. :

Does the company use Table A articles? Kind regards AJ

Customer:

Hi, I have no shareholders agreement just a SH01.

Customer:

I have the articles but where would I find if its using table A

Alex J. :

Hi, Thank you. Does it say at the top of the Articles that they incorporate table A.

Alex J. :

Technically speaking they can hold the general meeting at any location. If they are going to do that then they should at the very least making a facility for you to dial in on a conference call especially if there are only three shareholders.

Alex J. :

The problem is, that if they are deliberately doing this to stop you from joining the meeting then potentially what they are doing is unfairly prejudicial under S.994 of the Companies Act and it could give you grounds t pursue them accordingly.

Alex J. :

As for the accounts, you should be allowed access to them as a director but it is academic if you are going to be removed as a director.

Alex J. :

What you need to do practically is decide how to move forward:

Alex J. :

I see your options as follow:

Alex J. :

(1) If you are going to stay in the company you need to sign a shareholders agreement with these people to give transparency over the company records;

Alex J. :

(2) Sell your shares and move on;

Alex J. :

(3) Bring a claim for Unfair Prejudice - the consequence of this is that the court will probably order that the other shareholders buy your out at a fair market price.

Expert:  Alex J. replied 2 years ago.
My apologies this has just switched to Q and A mode accidentally. I am still here to answer your questions.
I look forward to hearing from you.
Kind regards
AJ
Customer: replied 2 years ago.

Hi,

As to your Point 3. Is this easy to bring and can I myself get the ball rolling, As they have already had another meeting which I worte back and asked to dial in and they stated they did not see my email till the night before and as I did not turn up they had that meeting and this is where she orginally had 75% shares and gave husband 37%. They have laso ignored all correspondance about the company etc

Expert:  Alex J. replied 2 years ago.
Hi,
Thank you.
Long term what do you want to do?
Do you want to leave the company and sell your shares?
Kind regards
AJ
Customer: replied 2 years ago.

Hi,

I don't want to leave the Company as I feel its totally underhanded how they are doing this. There is money in the company and I am just being turfed out as I dared to speak up. And as they are Multi Millionaires I am just being stepped on

Expert:  Alex J. replied 2 years ago.
Hi,
Thank you.
The problem then is if you want to stay in the company you will have to reach some uneasy truce with them and the only way to protect your rights and shareholding going forward is to agree a shareholders agreement.
If you commence unfair prejudice proceedings - which further to your question really should be a last resort after all negotiations have failed - then this will effectively end any relationship.
Can you remain in a company where you do not trust your partners?
Kind regards
AJ
Customer: replied 2 years ago.

Hi,

I agree I don't Trust them at all.

I would be willing to get out of this but want my fair share and protect what I am entitled to?

Can I force them to make a Shareholders agreement?

Thanks

Expert:  Alex J. replied 2 years ago.
Hi,
Thank you.
You cannot force them to sign a shareholders agreement but you can propose it and see if you can negotiate its terms - at least then you will have a contractual document to enforce your rights. You can include things such as transparency over financial affairs, limits on directors remuneration, limits on spending outside the ordinary course of business.
If you want to sell - what I suggest you do is propose that you have an independent valuer/accountant come and value the company. There are so many ways to value a company (e.g on net asset value, three times turnover etc), one way to do it (if you cannot agree a price) is to maybe appoint one accountant each to value it and then choose a price somewhere in the middle.
I look forward to hearing from you.
Kind regards
AJ
Alex J., Solicitor
Category: Law
Satisfied Customers: 3557
Experience: Solicitors 2 years plus PQE
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