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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3519
Experience:  Solicitors 2 years plus PQE
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We're setting up a standard limited company in UK. There are

Customer Question

Hi,
We're setting up a standard limited company in UK.
There are 3 shareholders: Me (65%), X (20%) and Y (15%). X and me are located in Turkey and we want to assign lowest share partner Y as Director because he is living in Amsterdam and be easy to handle operations in UK.
The question:
1) As worst case, as an highest shareholder, can I change the Director in future by myself with 65% share ? As far as I saw on web, 50%+ shareholder can do that, please confirm ? What if I remove director without reason, how can I protect our company to pay compensation to director ?
2) Is there any minimum period for Director appointment, for example; for the period of 6 months or 1 year etc, so that every end of period, all shareholders can re-select him and decide the director ? Can I set this period in the company set-up document ?
3) As per Ankara agreement with UK and Turkey, it is possible for Turkish people to set-up company in UK. Just to have an idea, what is the procedure for me as 65% shareholder to get working permission in UK ?
4) Lastly, we're working on consulting contact with UK consultant including video and photo shooting with him and we want to have correct wording in the contract to protect our intellectual property rights. Which wordings we should put in contract to have full property rights of the video and photo shooting ?
Sure I can pay more to you to get additional answers/consultancy to review our consulting contract in detail to discuss more, please let me know.
Regards,
Submitted: 6 months ago.
Category: Law
Expert:  Alex J. replied 6 months ago.

Hi

Thank you for your question and welcome. My name is ***** ***** I will assist you. To answer your questions in turn:

1) Yes you can remove a director by ordinary resolution - S.168 of the Companies Act 2006 - the only issue with this is the director must be allowed to protest against his removal at a shareholder meeting (S.169) - this is slightly academic because there are only two other shareholders. To avoid paying him compensation you have to make clear he is not an employee and simply a statutory director - basically dont pay him a salary. I would also recommend entering into a shareholders agreement that allows you to hire and fire directors;

2)There is no minimum period for a director appointment;

3) You can set up a UK company with or without a VISA. Will you actually come and live in the UK?

4)Who is actually making the video?

I look forward to hearing from you.

Kind regards

AJ

Alex J., Solicitor
Category: Law
Satisfied Customers: 3519
Experience: Solicitors 2 years plus PQE
Alex J. and 2 other Law Specialists are ready to help you
Customer: replied 6 months ago.
Hi Alex, thanks a lot.1) Correct me if I'm wrong, Director appointment, when setting up the company in UK, is mandatory but it is not mandatory to pay him (to employ him) ? So without employment agreement, he can be appointed as Director, right ? And anytime in future, as %65 shareholder I can remove him by ordinary resolution at shareholder meeting ? The result will be his potential protest in the shareholder meeting but still if he goes to UK court, is there any risk for our company to pay compensation ?
If the answer is no, then there is no need to prepare shareholders agreement for me, if yes then it seems I should prepare that agreement. It depends on your reply on the matter.
2) Clear, thanks
3) This is more general question for Limited companies whose shareholder is foreign and at some point in the future, what is the procedure if I want to come and live in UK. I just want to get some info what are the requirements to do that ?
4) Let me clarify, we've prepared Consulting Agreement with UK Consultant including new product development and also video clips/photoshooting with Consultant to be used in marketing communication. The British consultant will conduct video in which he will explain the how the formula is created, what are the benefits of the products, etc.So the question is that in terms of UK law, what is the correct wording to protect me to gain full intellectual property rights of that video/photo shooting ? For example, I put the below wording to cover full consumer/customer points/channels, however may be the contract should include specific example such as digital, social media, point of sales, etc when considering UK law ?
"Video Clips and photo shooting will be the sole property of the company for the duration of XX years in all printed/non-printed consumer/customer channels."Actually, I'm ready to pay additional fee to you to make my consulting contract on hand review in terms of confidentiality, etc.Thanks a lot
Kaya
Customer: replied 6 months ago.
Hi Alex, As I'm new, I just rated your answer assuming first assessment of your first answer, but I just realized my question is closed. But before rating, I send you above e-mail to clarify myself for the answers of my questions.
Therefore I'm looking forward to getting answer to my latest e-mail.
They're very important to me to get asap.
In advance thanks
Kaya
Expert:  Alex J. replied 6 months ago.

Hi Thank you. I appreciate your feedback. I have received your follow up request and am reviewing it now. Kind regards AJ

Expert:  Alex J. replied 6 months ago.

Hi,
1) Yes it is mandatory to have at least one director (who is a natural person) - the director does not have to be an employee or have a contract of employment. Yes you can remove him at any time by ordinary resolution (51% or more of the voting share capital). The right of protest under S.169 in this case is purely academic - it would not go to court - it would just mean you have to hold a shareholders meeting. If you have a shareholders agreement you can include the right to remove him as a contractual right as well.

2) -

3) You would need to apply for a visa to work and reside in England. Depending on how much you invest in the company and country you may qualify for an entrepreneur visa.

4) If the video is being commissioned by another company, you need your agreement with that company to acknowledge that the works are "Commissioned" by your company and any intellectual property (which will be copyright) is owned by your company.

I look forward to hearing from you. Kind regards AJ

Customer: replied 6 months ago.
Hi Alex,
I appreciate your quick and clear answers.
The only subject is still the intellectual property/copyright, I see your above point however I need further consultancy on that. Having said that I'm ready to pay for it, please let me know how I can get further details regarding the subject. Shall I attach the prepared consultancy contract in this website ? Please let me know how we can proceed to review our contract in terms of:
1) Intellectual property/copyright (kindly note that the video is between 2-4 minutes short, brand/product videos for consumers/distributors)
2) Confidentiality
3) Other potential risk for us/company or compliance in UK law
Regards,
Kaya
Expert:  Alex J. replied 6 months ago.

Hi, Thank you. Do you have a document you can send to me? Kind regards AJ

Customer: replied 6 months ago.
I have, shall I send it thru this website? As this is open platform, I prefer to send your personal e-mail then you can write your answers here if you want.
If not, I can attach here?
Customer: replied 6 months ago.
I excluded confidential info from the contract, please find it as attached file.Regards,
Expert:  Alex J. replied 6 months ago.

Hi, Thank you. I have received this. I will revert to you once I have had an opportunity to review it. Kind regards AJ

Customer: replied 6 months ago.
Great, thanks a lot
Customer: replied 6 months ago.
Hi Alex, kindly reminder, I need to send the contract by Friday (tomorrow)
Expert:  Alex J. replied 6 months ago.

Thank you. No problem, my apologies for the delay I will revert to you shortly. Kind regards AJ

Expert:  Alex J. replied 6 months ago.

Thank you the agreement should say something like:

The Consultant acknowledges and agrees that all Intellectual Property created by the Consultant during the provision of the Consultancy Services is the absolute property of the Company and the Company reserves all Intellectual Property rights which may, at any time, subsist in the deliverables created as a result of or pursuant to the Consultancy Services. The Consultant will do all such acts necessary to assign any such Intellectual Property rights to the Consultant with full title guarantee.

Customer: replied 6 months ago.
very helpful, I appreciate for all your support
Expert:  Alex J. replied 6 months ago.

Thank you. I wish you the best of luck. If I can assist any further please let me know. Kind regards AJ

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