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Buachaill
Buachaill, Barrister
Category: Law
Satisfied Customers: 10539
Experience:  Barrister 17 years experience
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We are a voluntary elected Team of Directors/shareholders

Resolved Question:

We are a voluntary elected Team of Directors/shareholders in a private limited Company with 25 apartments who run every aspect of the day to affairs of the Company.
We are elected at the AGM by majority vote of the Shareholders who are also Directors of the Company.
Are we considered to be "the Board" in respect of decisions taken ?
Submitted: 1 year ago.
Category: Law
Expert:  Buachaill replied 1 year ago.
1. Yes, the elected team of Director shareholders are the Boards so far as the law is concerned. When the Companies Acts refers to the Board of Directors, it is referring to these elected director shareholders who run every aspect of the day to day affairs of the company. When the other shareholders elect a team to run the day to day affairs, they are acting in general meeting. Additional Company law requirements apply to the Board as compared with the other shareholders such as the statutory duty to keep accounts, to prepare accounts and file annual returns, the duty to keep a register of shareholders, the duty to register charges, as well as the duty to act in the best interests of the company. If you have any specific further query, I will be happy to help.
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Customer: replied 1 year ago.
Thank you for your response --- Our Articles refer to the 1948 Companies Act. As a Board we approved accounts and submitted them on time. We failed however to distribute them until 21 days prior to the AGM (which is within the 15month period allowed for AGMs. We are being told that out late distribution is illegal. If action is taken against us does the Company (all Directors) have to proceed by majority vote - or can one Director take action ?