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UK-Justice, Barrister
Category: Law
Satisfied Customers: 16193
Experience:  Called to the Bar in 2007
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I am 1 of 4 directors in a family ltd company. There used

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I am 1 of 4 directors in a family ltd company.

There used to be just 1 director* (who has died) and his wife as company secretary( she still is the company secretary) .
Their 2 sons are now directors along with myself and my sister.
Their side of the family hold 50% shares, we hold 25% shares and the other 25% is held in the estate of another family.

During the period after the director died (her husband) and before new directors were appointed we suspect that the company secretary awarded herself a pay rise, in other words, we suspect that she added the dead directors wage (her husband) to her wages and has been having this combined wage for 4 years.

This would not have been approval by a majority of the shareholders.

What is our course of action?
Do we call an EGM?
How do we call an EGM?
Do we have to put a resolution on the notice of EGM or can we just state the matter to be discussed?
Can we hold the EGM at my house?
What if they do not turn up at the meeting?
Can we request that she is suspended until the matter is investigated?
Would she liable to pay this money back if our suspicions are correct?
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Is there a Directors agreement or anything?
Customer: replied 5 years ago.

no I do not think so

Then you would need an EGM either removing or limiting the salary.

You can vote and propose the two resolutions.

You need to write to all shareholders and give 28 days notice of an EGM.

You put a resolution to be discussed.

If people do not turn up at an EGM then you can only use the voting rights of those that show up and you need a majority.

Yes you can request she be suspended.

But you cant ask for the money back as unless there is anything that says she needs shareholder/board approval then she has done nothing (in law) wrong

I hope this helps

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