Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you:
1. Unless stated otherwise in the articles the shareholder can vote on resolutions in which he has an interest;
2. A share buy back out of profits requires a special resolution which is a 75% majority;
3. the waiver is essentially a written resolution, if it is not passed then it will not be valid;
4. As this is being done by the majority shareholder it could be deemed unfair prejudice under s994 of the Companies Act 2006. However this is the majority shareholder, and unless you have a contractual right to dividends (under say a shareholders agreement) you cannot force him to declare a dividend.
What is being discussed at the next meeting?
Hi thank you. Would it be possible to give me the exact wording of the resolution with any personal information removed?
Thank you. I will review this tonight and revert to you in the morning. Kind regards AJ
Hi, My apologies I had to go abroad for work. I will respond to you this morning.
Kind regards AJ
Hi, Thank you. The situation is more complex than the arrangement above described. If this is a buy back out of profits then this does require a special resolution and the transaction would have to be approved by the board as they would be advertising in the London Gazette. He quite simply cannot force this transaction through. Who controls the company bank account at the moment?
Hi, Thank you. Who are the signatories of the bank account that holds the funds?
Thank you. If he is doing something illegal or without proper approval the only way to stop him is to go and get an injunction. If he has the support of your siblings would that take him to 75% majority?
Thank you. The waiver is not a resolution. Buying shares out of profit reserves requires a very specific form of resolution. Do your siblings not appreciate the nature of what they are agreeing to?
Hi, Thank you. I have just received this. I am reviewing it now. Kind regards AJ
Hi, Thank you. I have just been doing some further research in to share buy backs. Does the company actually have the cash in the bank to make this purchase? Are you certain there is no capital contribution to the purchase of the shares? He is correct about the dividend point, which is it must be delcared by a director first before it can be approved by ordinary resolution. If the company does buy back the shares out of profit and therefore he is out of the company - is there any value left in the company ?Kind regards AJ