Hello, my name is***** am a qualified lawyer and I will be assisting you with your question today.
Please can you provide some background information on this. Please can you also tell me how long they have worked there for?
OK thank you, ***** ***** it with me. I am in court today so will prepare my advice during the day and get back to you at the earliest opportunity. There is no need to wait here as you will receive an email when I have responded. Thank you.
OK thank you for letting me know. I will aim to get back to you at the earliest opportunity. Can I just confirm that Maria has been in her position since May this year?
OK many thanks for confirming this
having looked into this it would be more of a corporate matter than an employment one. I have forwarded this to a corporate law colleague of mine who would hopefully get back to you as soon as they can. Please do not reply to this as it will lock the question back to me and they will have difficulty accessing it to answer it, thank you
Hi, Thank you for your question and welcome. My name is ***** ***** my colleague has asked me to assist you with this. Do you have a shareholders agreement? Is she also a shareholder? Are you a company director as well?
Hi, Thank you. Have there been any changes to the shareholding? Are you still all the owners of 1 share each? Does the company have any assets or just liabilities? When she took the money from you, did you confirm anything in writing -i.e that she must use it to pay company debts.
Hi, Thank you. The problem you have here is she is not an employee so you cannot remove her for gross misconduct. You can remove her as a director under the Companies Act provisions by special resolution, and then seek to sue her personally for breaching her duties as a director under the Companies Act and misusing company funds (S.172 onward of the Companies Act). Going forward what do you want to achieve - do you just want her removed as a director or do you want her out the company altogether?
Thank you. Realistically you would not be able to continue working with her? Would she leave voluntarily if you made an offer? Bare in mind court action these types of company claims is very expensive with no guarantee of success - if you can negotiate a settlement with her that is often the best solution. Is she aware of this issues?
Hi Thank you. You would not be able to remove her today as you have to give special notice of the meeting at which she will be removed. Why dont you say to her it has not worked out and ask what it will take to get her shares - you can always keep quite about the claim and sue her on behalf of the company for the money she has appropriated at a later date? Kind regards AJ
Hi, Thank you. You have to suggest option one as a starting point - you can even tacitly suggest that the company has a claim against her for mis appropriating monies. Getting bogged down in litigation with another shareholder will detract from actually running the business.
Hi thank you. You can remove her as a director by ordinary resolution but you would have to go through a proper process. Call an AGM at 28 days notices, give her the chance to object at the meeting and then pass an ordinary resolution (51%) - if you go through this process then you would not have to go to court. Have you had a face to face meeting with her? Kind regards AJ