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Jamie-Law
Jamie-Law, Solicitor
Category: Law
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Experience:  Solicitor
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2 shareholders Directors disagree with 1 shareholder

Resolved Question:

2 shareholders Directors disagree with 1 shareholder Director and 2 Directors who has control
Submitted: 10 months ago.
Category: Law
Expert:  Jamie-Law replied 10 months ago.

Hello my name is ***** ***** I will help you with this.

What % do they own and do you have a Directors/Shareholder agreement?

Customer: replied 10 months ago.
All shareholders have 33.3% and yes there is a shareholder agreement in place stating share must be offered back to company first if sold nothing else significant
Expert:  Jamie-Law replied 10 months ago.

The two shareholder who have the majority together have control. They can make decisions and they can be voted on.

But they must run the company in the best interests of all the shareholders.

Can I clarify anything for you about this today please?

Customer: replied 10 months ago.
just so I'm clear the 2 shareholding directors out vote the other shareholder and the 2 non share holding directors even though it is 2 to 3 against?
Expert:  Jamie-Law replied 10 months ago.

Sorry I dont quite understand. Just give me the structure again, clearly if you would.

Customer: replied 10 months ago.
We have 3 shareholding directors and 2 non shareholding directors
Expert:  Jamie-Law replied 10 months ago.

OK - but they are voting on issues tables at the Board meetings?

Customer: replied 10 months ago.
We have 5 directors at board meeting and we are in disagreement over an issue and the 2 shareholding directors are against the one shareholding director and the other 2 directors which way does the vote go?
Expert:  Jamie-Law replied 10 months ago.

The majority rules unless the Memorandum or Articles say anything different.

It makes no difference whether or not the non Directors are shareholders, as I said unless the above documents say otherwise

Does that clarify?

Customer: replied 10 months ago.
thanks I will double check the Articles
Expert:  Jamie-Law replied 10 months ago.

All the best. If I could ask you to rate my answer before you go today, otherwise the site does not pay me for the time spent with you today. Thank you in advance and good luck!

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