Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. Employment and directorship can be independent of each. You can resign as an employee and not give up your right to remain as a statutory director. What percentage of the shares do you own?
Hi Thank you. Who owns the other 70% of the company? Kind regards AJ
Thank you. Being a director is not essentially as long as you have some transparency in the management and finances of the company. The problem you have is it only takes an ordinary resolution to remove someone as a director - I would therefore consider other Avenues to retain control. For example do you have a shareholders agreement?
Hi. Thank you. You could amend the articles to ensure you have full transparency of the accounts and a right to attend the board meetings. The problem is make this change requires you to be on good terms with the other shareholders. Are they currently aware that they could vote you out of the board with an ordinary resolution?
Hi, Thank you, You are under no obligation to resign from your statutory directorship (a director appointed in accordance with the Companies Act 2006). Personally I would not want to be a minority shareholder in any company without a shareholders, that said you and your husband combined have a blocking stake 30% - so you can stop your shares being diluted etc. What is the benefit of keeping the shares? Are you expecting the company to make large future profits?
Hi, Thank you. Unless they have an authorised issued share capital, they cannot issue more shares without offering them to you first, pre emption rights - if you did not want to invest more then in that circumstance they could dilute you. In order to issue more shares they would have to have a reason, they could not do it just to prejudice you. Have you thought about selling as an earnout? So you agree a larger price for your shares and say if they company hits certain profit targets you get further payments? I would insist on being release from the bank guarantees if you are no longer going to be directors.