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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3671
Experience:  Solicitors 2 years plus PQE
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My wife and I were both directors along with an accountant

Customer Question

My wife and I were both directors along with an accountant (also Director) and we were each 30% shareholders and the accountant was a 40% shareholder. We have both been resigned as Directors without our notice or consent and our shareholdings have been transferred to the accountant. I found this out by doing a company check on myself.
The company was our idea and was a side project that had not started so there was no trade in the business and it was dormant.
I am in partnership with the accountancy practice and the relationship is already quite strained.
I've asked why this has been done and was simply told it was a mistake. It can't be a mistake as surely there are some very deliberate actions required for the removal of a director. It hasn't been reversed yet.
There is no provision in the M&A that says we can be removed without our consent.
This is surely fraud. I wondered if anyone can give me some advice on what my options are here.
Submitted: 1 year ago.
Category: Law
Expert:  Nicola-mod replied 1 year ago.
I've been working hard to find a Professional to assist you with your question, but sometimes finding the right Professional can take a little longer than expected.
I wonder whether you're ok with continuing to wait for an answer. If you are, please let me know and I will continue my search. If not, feel free to let me know and I will cancel this question for you.
Thank you!
Customer: replied 1 year ago.
Hi Nicola
Thanks for contacting me. I would really like an answer to this if possible so I am happy to wait.
Expert:  Nicola-mod replied 1 year ago.
We will continue to look for a Professional to assist you.
Thank you for your patience,
Expert:  Alex J. replied 1 year ago.

Thank you for your question and welcome. My name is ***** ***** I will assist you. Did you have a shareholders agreement? Do you know who filed the resignations at companies house? Do you have a share certificate for your shares? Kind regards AJ

Customer: replied 1 year ago.
Hi AJ thanks for your reply. We don't have share certificates no but I do have a copy of the annual return showing our shareholding and a copy of the M&A. One of the partners instructed our companies house admin staff to submit the Director resignation forms to HMRC and I have access to those emails. The most recent annual return shows the shares are now all with one person but there are no share transfer documents and no shareholders agreement.
Expert:  Alex J. replied 1 year ago.

Thank you. Legally the shares cannot transfer unless you have signed a CON40G stock transfer form. The annual return is therefore in accurate. Furthermore you cannot be resigned as a director without your consent or an ordinary resolution. Do you know who the company bankers are? Has the accountant said when he will correct these errors? Kind regards AJ

Customer: replied 1 year ago.
All of the businesses have accounts with the same bank as far as I am aware (there are a number of LLP and Ltd companies within a group and I am Partner in one of those).
At the moment they haven't said they are going to correct the errors and I have simply not commented further yet. I thought it would be better to be armed with all of the facts and the issues surrounding what they have done and what the repercussions would be if I chose to report the issue. I strongly suspect the instruction came from the Managing Partner of the firm and was actioned by another partner. I have seen the emailed instructions from said Partner to a member of staff responsible for companies house returns.
Expert:  Alex J. replied 1 year ago.

Hi, Thank you. ***** is just an administrative record, so these changes, although made, are not actually valid unless they have been properly actioned with a stock transfer form and ordinary resolution. Going forward what do you want to achieve? Do you want to keep working with these people? Kind regards AJ

Customer: replied 1 year ago.
Thanks for your response.
To be honest, I'm planning on my departure from the business in the next few months. This issue along with several others have lead to this outcome. Specifically regarding this issue I would like them to know that I could take action about this if I chose to.
Expert:  Alex J. replied 1 year ago.

Does the company actually have any assets? Does it have anything you would want to take with you? Are your shares worth anything?

Customer: replied 1 year ago.
Hi Alex, no, no and probably no.
It is a decent business name and I wouldnt be pleased if they started trading using it since we came up with it. There is nothing in the limited co.
My issue is about them making underhand changes, not telling anyone and thinking that is ok.
Expert:  Alex J. replied 1 year ago.

Hi, Thank you. Has the company actually started trading? Or has it registered a trade mark? Kind regards AJ