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Alex J.
Alex J., Solicitor
Category: Law
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Experience:  Solicitors 2 years plus PQE
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I became one of 2 directors on 1st April 2014. On 31st March

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I became one of 2 directors on 1st April 2014. On 31st March 2015 the other director claimed I had finished my '1 year term' and was no longer a director of the company and therefore no entitlement to the bank account/company facilities etc. I had no knowledge of there being a fixed term nothing was signed to this effect indeed I have a 3 year agreement dated 1.4.14 signed by the other direct + 2 non exec directors. Can this be legal or should I challenge it?
Submitted: 2 years ago.
Category: Law
Expert:  Alex J. replied 2 years ago.
Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. These are two issues:(i) The director is probably referring to an outdated principle in the company articles of association stating that the directors have to resign at the end of every year. You would know if this is the case if the company has Table A Articles of Association;(ii) If you have a fixed three term under an employment contract and the company does not honour this then you have a claim against them for breach of contract. Does the contract have a notice period?
Customer: replied 2 years ago.

Thank you for your response. Ref (i) You might be right in that the other director is using this however I have no knowledge of which articles of association were used. Should there have been any discussion on this matter or should I just have known? She claimed to have had a meeting (of one) and that I had completed my year of office and therefore had been terminated. She then completed the termination of director form for companies house and became the sole director.

and Ref (ii) This same director and I plus 2 others signed a simple agreement the day after my official appointment which outlined our plans and specifically my remuneration for 3 years. There was no mention of being terminated after one year. Do I have a case to pursue?

Expert:  Alex J. replied 2 years ago.
Hi, Thank you. (i) You would have to download the articles from companies house, but conceptually that does not really matter - they have removed you, which they potentially were entitled to do by Ordinary Resolution of the shareholders, I would therefore focus on the breach of contract element.(ii) If they gave you a fixed three year contract, it is irrelevant what the articles say, they are in breach by terminating the contract during the fixed term. Do you know what your losses are?
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Customer: replied 2 years ago.

Thank you. I believe this has given me enough to know I will need to now consult a lawyer and possibly start a legal action. Thanks for your comments.

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