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Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
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I am one of 3 shareholders in a company registered in England

Resolved Question:

I am one of 3 shareholders in a company registered in England & Wales, where each of us controls 33.3% of the shares.
We don't have a problem now, but something like winding up would be impossible if 1 person didn't agree with the other 2 that it was necessary.
How do we go about passing a special resolution if 1 of the 3 disagrees, as the thresh-hold of 75% actually means 100% in our case ? Is there something we can agree (maybe in our articles ?) now that will protect us when a situation arises where we can't achieve 100% concensus ?
Submitted: 2 years ago.
Category: Law
Expert:  Ash replied 2 years ago.
Hello my name is ***** ***** I will help you.
Do you have any Directors/Shareholders agreements please?
Alex
Customer: replied 2 years ago.

No, standard model articles, 1 share each, 3 shares issued.

Expert:  Ash replied 2 years ago.
Ok. I would suggest getting an agreement drawn up that sets out each others rights and responsibilities. That way no-one can be in any doubt. That can also deal with situations such as where you disagree, someone wants to bring special resolution or even wind the company up.
This is quite normal and I would suggest it for situations where there are only a few of you. Things may be good now but you need to look at worst case, if things went wrong how would you all deal with it.
Can I clarify anything for you about this today please?
Alex
Customer: replied 2 years ago.

Yes please, so I understand correctly -

Is it possible to get an agreement drawn up that focusses on matters that would normally require special resolutions under CA 2006, s 283 and lays down how we'd deal with these outside of a general meeting ?

Expert:  Ash replied 2 years ago.
Yes that is right. It is having a contract.
Does that help?
Alex
Customer: replied 2 years ago.

I think so. I just find it surprising that an agreement between the shareholders signed tomorrow would take precedence over the model articles of association. Thats how I am understanding your answer. Have I misunderstood ?

Expert:  Ash replied 2 years ago.
No. It may be your articles and memorandum need amending as as result. But in short it will allow you to reduce the trigger for special resolutions etc. So in effect its more protection.
Does that help?
Alex
Customer: replied 2 years ago.

Yes, it does, many thanks.

Expert:  Ash replied 2 years ago.
If this answers your question could I invite you rate my answer before you leave today.
If the system won’t let you please click reply.
Please bookmark my profile if you wish for future help: http://www.justanswer.co.uk/law/expert-alexwatts/
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Expert:  Ash replied 2 years ago.
Hi

I am just following up to see if there is anything else I can help with?

If you have not done so already might I ask you to rate my answer before you go today please, the button should be at the bottom of the screen.

If you need more help please click reply.

Alex