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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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Where there are 3 directors in a company acting as the

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Where there are 3 directors in a company acting as the board. Can one or two directors decide that the company be shut down even if at least one director wishes to continue?
Submitted: 1 year ago.
Category: Law
Expert:  Alex J. replied 1 year ago.

Hi thank you for your question and welcome my name is ***** ***** I will assist you. Are the directors also company shareholders? Does the company have model articles of association? Kind regards AJ

Customer: replied 1 year ago.
please find attached what was circulated when setting up the company. Kindly treat confidential. Thank you.
Expert:  Alex J. replied 1 year ago.

Hi thank you. I will review this now and revert to you this morning. Kind regards AJ

Customer: replied 1 year ago.
Hello Alex,Still awaiting your response... Thanks
Expert:  Alex J. replied 1 year ago.

My apologies for the delay. The directors cannot close the company down and dissolve it, you will require a special resolution to do this. This means 75% or more of the voting shares have to vote in favour of the company being either dissolved or liquidated. Is the company currently solvent? Does it have more assets than liabilities?

Customer: replied 1 year ago.
Thanks for coming back to me Alex. While we don't have assets per say, I believe money in bank is more than our liabilities.On a side note, can everyone view our conversation?
Expert:  Alex J. replied 1 year ago.

Hi, Thank you. I will report this conversation to the administrators once we are finished and ensure it is removed from public view. The Articles of Association you have provided are a matter of public record anyway and anyone can download them from Companies House - however to ensure privacy I will avoid using the company name. If the company is solvent you have two options you can either (i) Dissolve or (ii) liquidate the company. Is the company currently trading day to day? Does it have any employees?

Customer: replied 1 year ago.
The company is still trading day to day and the directors are the only employees. The articles I sent you was actually the very 1st draft shared while starting out. One wonders what's with companies house right now. How do I find out please?I am raising these questions due to internal conflicts.
Expert:  Alex J. replied 1 year ago.

Hi, Thank you. The articles can only be changed by special resolution - how is the shareholding split? https://www.gov.uk/get-information-about-a-company - you can download all company information here.

Customer: replied 1 year ago.
All 3 directors have 25% and the rest are not allocated.
Customer: replied 1 year ago.
I just looked at what we have on, I see we only allocated 65%. Even with all directors taking 25% each, does that mean the other 2 are unable to shutdown the company being that they have 50%? You indicated 75% but the rest of the shares are not allocated.
Expert:  Alex J. replied 1 year ago.

Hi, Thank you. You cannot have Treasury/unallocated shares in a private limited company. Essentially the shares of the company are only represented by the issued shares (you cannot have shares that are issued but not owned by anyone), so in reality the shareholders have 33.3% each. You would therefore need all three shareholders to vote in favour of the company going into liquidation.

Customer: replied 1 year ago.
Thank you very much.
Expert:  Alex J. replied 1 year ago.

No problem. I would be most grateful if you would rate my answer. If I can assist any further please do not hesitate to contact me. Kind regards AJ

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Customer: replied 1 year ago.
Okay. Please help have a look at my other question. Perhaps you can assist? Also don't forget to help request our chat should private as you mentioned.