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Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
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I am one of 3 shareholders in a company registered in England

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I am one of 3 shareholders in a company registered in England & Wales, where each of us controls 33.3% of the shares.
We don't have a problem now, but something like winding up would be impossible if 1 person didn't agree with the other 2 that it was necessary.
How do we go about passing a special resolution if 1 of the 3 disagrees, as the thresh-hold of 75% actually means 100% in our case ? Is there something we can agree (maybe in our articles ?) now that will protect us when a situation arises where we can't achieve 100% concensus ?
Hello my name is ***** ***** I will help you.
Do you have any Directors/Shareholders agreements please?
Customer: replied 2 years ago.

No, standard model articles, 1 share each, 3 shares issued.

Ok. I would suggest getting an agreement drawn up that sets out each others rights and responsibilities. That way no-one can be in any doubt. That can also deal with situations such as where you disagree, someone wants to bring special resolution or even wind the company up.
This is quite normal and I would suggest it for situations where there are only a few of you. Things may be good now but you need to look at worst case, if things went wrong how would you all deal with it.
Can I clarify anything for you about this today please?
Customer: replied 2 years ago.

Yes please, so I understand correctly -

Is it possible to get an agreement drawn up that focusses on matters that would normally require special resolutions under CA 2006, s 283 and lays down how we'd deal with these outside of a general meeting ?

Yes that is right. It is having a contract.
Does that help?
Customer: replied 2 years ago.

I think so. I just find it surprising that an agreement between the shareholders signed tomorrow would take precedence over the model articles of association. Thats how I am understanding your answer. Have I misunderstood ?

No. It may be your articles and memorandum need amending as as result. But in short it will allow you to reduce the trigger for special resolutions etc. So in effect its more protection.
Does that help?
Customer: replied 2 years ago.

Yes, it does, many thanks.

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