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Alex J.
Alex J., Solicitor
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Experience:  Solicitors 2 years plus PQE
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There are 2 directors. Both have shares, one holds

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Hi. There are 2 directors. Both have shares, one holds approx 65 % the other 35% of the shares. The minority is damaging the business in too many ways to describe but pretty much upsetting everyone including staff and clients. It also came to light that
before she became a director with the company, she stole monies from another company which was dealt with by the courts. She is a nightmare. Can I use the company act provisions to issue special notice and get rid of her?
Submitted: 1 year ago.
Category: Law
Customer: replied 1 year ago.
Hi. Can I say that I keep getting a pop up message saying update payment to review Alex answer. I have tried but the pop up keeps appearing. I have checked my bank and the fee of £32 has been paid to Alex. I have no idea who to contact to have this rectified. I did submit a second question I have not had a reply to which is in this chain and I see payment has been taken.
Expert:  Alex J. replied 1 year ago.
Hi,
Thank you for your question and welcome.
My name is ***** ***** I will assist you. I am a company law expert.
Do you have a shareholders agreement and does she have an employment contract?
Kind regards
AJ
Customer: replied 1 year ago.
The answer is no to both.
Expert:  Alex J. replied 1 year ago.
Hi,
Thank you. ***** of the Companies Act 2006 - you can remove a director by ordinary resolution (51%). You will need to call a share holders meeting at 21 days notice and follow the formalities in S.169 of the Companies Act.
As for her shares, you can only force her to sell by agreement. If she wont sell and will deadlock the company - is it an option to consider starting a fresh with a new company or applying to court to force her to sell on the basis you have a partnership that has broken down?
Once she is no longer a director, she should have very little power.
Kind regards
AJ
Customer: replied 1 year ago.
So because the majority shareholder holds a substantially more shareholding, does that give him 51%? Otherwise how is the 51% Accrued? There is a falling out so nothing will be resolved reasonably.
Customer: replied 1 year ago.
Also can I use the the act of theft against her when removing her as director?
Customer: replied 1 year ago.
Hi. Just checking you got last 2 brief emails?
Expert:  Alex J. replied 1 year ago.
Hi. Thank you. If you own at least 51% of the voting share capital and call a shareholder meeting you can remove her as a director. You will need her to agree though to get her shares back.Did she ever steal from your company? Kind regards AJ
Customer: replied 1 year ago.
Ok AJ. So when you say own at least 51% of the voting share capital, if I own 65% of the shares, and she owns 35% then do I own at least 51% of the voting share capital, is test what you are saying? She did not steal from my company.
Customer: replied 1 year ago.
Hi AJ. Would it be possible to receive a reply before lunchtime tomorrow? Thanks
Customer: replied 1 year ago.
Hi AJ. Anything for me?
Expert:  Alex J. replied 1 year ago.
Hi,
Thank you.
Yes that is correct at 65% of the share capital (assuming you both have the same class of share) you could remove her as a director. You must call a shareholders meeting at 21 days notice.
As for the theft complaint - if this is already being dealt with and she has not stolen from your company then I would not pursue this further. It will just distract from the issue which is removing her as a director.
Kind regards
AJ
Alex J., Solicitor
Category: Law
Satisfied Customers: 3557
Experience: Solicitors 2 years plus PQE
Alex J. and other Law Specialists are ready to help you
Customer: replied 1 year ago.
Hi AJ. We have done the procedures. Thanks

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