How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask Alex J. Your Own Question

Alex J.
Alex J., Solicitor
Category: Property Law
Satisfied Customers: 3523
Experience:  Two years conveyancing experience.
13113900
Type Your Property Law Question Here...
Alex J. is online now

In a ltd company we are 4 directors and 36 share holders. The

Resolved Question:

In a ltd company we are 4 directors and 36 share holders.
The secretary is not a share holder.
Can two directors call emergency meeting without the secretary? Because we asked him to arrange an emergency meeting but he is not responding.
Submitted: 2 years ago.
Category: Property Law
Expert:  Alex J. replied 2 years ago.
Hi,
Thank you for your question and welcome.
Is it a general meeting of the shareholders you are seeking to call?
Kind regards
AJ
Customer: replied 2 years ago.
Yes
But emergency one
Expert:  Alex J. replied 2 years ago.
Hi,
Thank you.
I provide this answer assuming the following so please confirm if any of these assumptions are incorrect:
1. You are not subject to any shareholder agreement that contains contractual provisions concerning calling meetings;
2. There is nothing entrenched in the articles of association that says a secretary must be present to effect any company business (and call a GM)?
S.302 of the Companies Act 2006 says - directors can call general meetings. The notice period will depend on what is stated in the articles - the shareholders will have to consent to the meeting happening at short notice.
The secretary is not needed to call the meeting. The directors should hold a board meeting and resolve to call a general meeting at short notice. You will then need to send a consent form to the shareholders to get the meeting to happen at short notice. Really you would only need the quorum of voting shareholders to consent.
What is the quorum for a GM for this company?
Do the articles contain any provisions for meetings at short notice?
Kind regards
AJ
Customer: replied 2 years ago.
In the company article there is nothing about the secretary
In the article there is no minimum notice
In the company article there is nothing about an emergency meeting.
Q: can 2 directors terminate the secretary position and appoint another on, we do not have a contract with the managing agency (the secretary).
If not how can we terminate his service
Expert:  Alex J. replied 2 years ago.
Hi,
Thank you.
The secretary is providing professional secretarial services?
If you want to remove the secretary you will still need to approve this at a board meeting. Furthermore if the secretary's removal creates a change in the managing agent you may need to obtain shareholder approval for this.
Terminating their services - if you do not have a contract, then I would recommend you approve this with the shareholders and then write a notice to terminate to the managing agent.
Are they holding company funds?
Kind regards
AJ
Customer: replied 2 years ago.
Yes
Customer: replied 2 years ago.
Can we do these things by the majority?
How can share holders vote current directors out?
The secretary is refusing to give us the accounts, how can we get hold of them?
Expert:  Alex J. replied 2 years ago.
Hi
Thank you.
Unless the articles require removal of the secretary and changing of the managing agent be done by special resolution, then an ordinary resolution will suffice - 51% of the voting share capital voting in favour at a general meeting that is quorate.
As an alternative you could consider circulating a written resolution instead of having the hassle of holding a meeting? This can be approved by board resolution. The only point to note is you wont be able to do it, if the managing agents have been formerly appointed as company auditors!
Is the secretary a limited company or is he/she an individual from the managing agent?
Kind regards
AJ
Customer: replied 2 years ago.

The agency is not appointed as an auditor but he appoints one.

i called the company house and they informed me that one director's signature is enough to resign the secretary.

the problem is he is not complying with any request made by me as a director where as for the other two directors he jumps.

i have sent him a formal letter to comply with my requests but more than 4 weeks on he is not responding to me.

every body believe that they (two directors) with the managing agency have something going on

Expert:  Alex J. replied 2 years ago.
Hi,
Thank you.
Yes one director can file the form to resign a secretary, but it should still be done by resolution of the board of directors.
The answer is then to propose a resolution to remove the managing agent and let the shareholders have their say. If the shareholders vote to keep them then you will have to accept the decision.
Kind regards
AJ
Customer: replied 2 years ago.

THANKS

Still how can we get hold of the accounts when he is not responding to our request?

if we vote the agency out what is the time limit for the agency to hand over all company documents?

if the agency refuses to hand them over what is the best action against it?

Expert:  Alex J. replied 2 years ago.
Hi
Thank you.
Worst case scenario you can sue the agent for the delivery up of the accounts.
Obviously you cannot do this until the arrangement had been terminated.
Does anyone else have access to the company bank accounts?
Kind regards
AJ
Customer: replied 2 years ago.
No one
The company does not have a bank account.
The managing agency is using their bank account.
We do not know who paid and how much in service charges therefore if we hold an emergency meeting we don't know who can vote and who can't vote because in the lease any share holder owes money does not have the right to vote.
And we are planing to make the meeting without informing the managing agency and without some of the shareholders or directors what do you think
Expert:  Alex J. replied 2 years ago.
Hi
Thank you.
The meeting will be fine as long as it is quarate.
To remove any issues if calling the meeting and notice periods I would suggest issuing a written resolution.
I look forward to hearing from you.
Kind regards
AJ
Customer: replied 2 years ago.
Can you please confirm that we can change/ edit text in the article and memorandum of the company as directors.
Please advise on how can we fet Gil of the accounts
Expert:  Alex J. replied 2 years ago.
Hi
Thank you.
You can only amend the articles of association by special resolution.
If they are refusing to deliver the accounts then you can either;
1. Terminate the engagement with them and Sue them for delivery of the accounts;or
2. Complain to Trading Standards.
The other thing to consider is if they hold money on behalf of the company they have to be FCA regulated you could consider complaining to the FCA.
I look forward to hearing from you.
Kind regards
AJ
Alex J., Solicitor
Category: Property Law
Satisfied Customers: 3523
Experience: Two years conveyancing experience.
Alex J. and other Property Law Specialists are ready to help you

What Customers are Saying:

 
 
 
  • Thank you so much for your help. Your answers were really useful and came back so quickly. Great! Maggie
< Previous | Next >
  • Thank you so much for your help. Your answers were really useful and came back so quickly. Great! Maggie
  • A quick response, a succinct and helpful answer in simple English. I believe I can now confront the counter party with confidence -- worth the 30 bucks! Rick
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C.
  • This expert is wonderful. They truly know what they are talking about, and they actually care about you. They really helped put my nerves at ease. Thank you so much!!!! Alex
  • Thank you for all your help. It is nice to know that this service is here for people like myself, who need answers fast and are not sure who to consult. GP
  • I couldn't be more satisfied! This is the site I will always come to when I need a second opinion. Justin
  • Just let me say that this encounter has been entirely professional and most helpful. I liked that I could ask additional questions and get answered in a very short turn around. Esther
 
 
 

Meet The Experts:

 
 
 
  • Remus2004

    Remus2004

    Barrister

    Satisfied Customers:

    2438
    Over 5 years in practice.
< Previous | Next >
  • http://ww2.justanswer.com/uploads/EM/emus/2015-7-7_192327_bigstockportraitofconfidentfemale.64x64.jpg Remus2004's Avatar

    Remus2004

    Barrister

    Satisfied Customers:

    2438
    Over 5 years in practice.
  • http://ww2.justanswer.com/uploads/TG/TGraham12/2012-7-17_81212_bigstockBusinessHandshake508163.64x64.jpg Thomas's Avatar

    Thomas

    Solicitor

    Satisfied Customers:

    445
    UK solicitor holding an England and Wales practising Certificate.
  • http://ww2.justanswer.com/uploads/KA/Kasare/kasare.64x64.jpg Kasare's Avatar

    Kasare

    Solicitor

    Satisfied Customers:

    42
    Solicitor, 10 yrs plus experience in civil litigation, employment and family law.
  • http://ww2.justanswer.com/uploads/OS/osh/2015-7-7_19268_gettyimagesb.64x64.jpg Joshua's Avatar

    Joshua

    Lawyer

    Satisfied Customers:

    4708
    LL.B (Hons), Higher Prof. Dip. Law & Practice
  • http://ww2.justanswer.com/uploads/AS/Aston Lawyer/2013-10-8_19517_JAPROFILEPICTURE.64x64.jpg Aston Lawyer's Avatar

    Aston Lawyer

    Solicitor

    Satisfied Customers:

    1869
    LLB(HONS) 20 years of experience in dealing with Conveyancing and Property Law
  • http://ww2.justanswer.com/uploads/CH/chathamchamber/2011-4-24_191833_1.64x64.jpg chatham-chamber's Avatar

    chatham-chamber

    Solicitor

    Satisfied Customers:

    828
    LL.B, Pg.Dip, LL.M, M.B.A (Pending), Solicitor-Advocate. UK Practising Certificate issued by SRA., DIFC Courts Registered (Dubai)
  • http://ww2.justanswer.com/uploads/CL/clairep80/2013-8-25_191218_dreamstimexs267279822nd.64x64.jpg Clare's Avatar

    Clare

    Solicitor

    Satisfied Customers:

    286
    I have been a solicitor in High Street Practise since 1985 with a wide general experience.