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UKSolicitorJA
UKSolicitorJA, Solicitor
Category: Law
Satisfied Customers: 4312
Experience:  English solicitor with over 12 years experience
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Hi there, I am a director of a limited company with 45% of

Customer Question

Hi there,
I am a director of a limited company with 45% of the share capital. There is no shareholder agreement. If I resign as director and 'walk away' from the company what happens to my shares, do I still own them? And is there anyway they can be diluted without my permission?
Kind regards,
Anon
Submitted: 2 years ago.
Category: Law
Expert:  UKSolicitorJA replied 2 years ago.

Hello,

Yes, you remain with your shares even if you walk away from the company as a director as being a shareholder is a separate function to being a director.

The company may issue new shares in the future by passing an ordinary reolution (50% shareholders voting in favour, this can be done without you), unless the Articles provide for a special reolution (75% shareholder vote which cannot be done without you). This will have the effect of diluting your shares.

Hope this helps

Customer: replied 2 years ago.

Thanks for your prompt reply. I assume this means that, in theory, if the company had a mind to, the board could issue new shares and effectively make my current 45% relatively insignificant compared to their share.

Expert:  UKSolicitorJA replied 2 years ago.
Yes, correct,

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