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Buachaill, Barrister
Category: Law
Satisfied Customers: 10972
Experience:  Barrister 17 years experience
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Iam current a shareholder and a director of a company I

Customer Question

Hi, Iam current a shareholder and a director of a company I hold 50% of the shares. I would like to sell my shares to an outside person and would like to secure my current place as a director. How can I secure my place as a director once I have sold all my shares also the other 50% of the shares belongs to my friend and they would like to sell their shares and remain as a director. How can I secure and make sure the new shareholder does not dismiss us?? Thank you
Submitted: 2 years ago.
Category: Law
Expert:  Ben Jones replied 2 years ago.
Hello are you also an employee of the company?
Customer: replied 2 years ago.
No Iam not
Customer: replied 2 years ago.
Sorry are you there? I would like to add also that we are private company limited by shares and our company's regulations states that: The regulations contained in schedules 1 to the companies act (model articles) regulations 2008 (the model articles) apply to the company save in so for as they executed or modified by the clause below: 'Directors can vote and count in a quorum at board meetings even if they have a personal interest in matters under discussion'. Thank you I need the answer latest Tommorow thanks
Expert:  Ben Jones replied 2 years ago.
Thank you, ***** ***** have to pass this on to a colleague who will be better placed to help you so please do not reply in the meantime and he will be in touch soon.
Expert:  Alex J. replied 2 years ago.
Hi, Thank you for your question and welcome. My name is ***** ***** my colleague has asked me to assist you. Once you are no longer a shareholder you will always be at risk of removal from the company, the reason being that you need a 51% voting majority to appoint or remove a director. You can give yourself limited protection by obtaining an employment contract or signing up to a shareholders agreement where you are an interested third party with a contractual right to be director. Can you tell me anything about why you need to remain a director? Will you have a beneficial interest in the company? Or do you have an outstanding loan? Kind regards AJ
Customer: replied 2 years ago.
Hi I would like to tell you that Iam a student and have a company law interview as a trainee solicitor which will interview a client on those basis. I will attach the documents given to us so that you can please give me a perfect answer ..thank you
Customer: replied 2 years ago.
I have a benefit interest in the company. Can you please tell me how the voting rights work, and advantages and disadvantages of it. Also how to get limited protection by obtaining an employment contact and adv and disv of it also how to sighn up to a shareholders agreement being interested as a 3rd party with a contractual right to be a director and adv and disv of that. Thank you
Expert:  Nicola-mod replied 2 years ago.
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Expert:  Buachaill replied 2 years ago.
1. The simple solution to your problem is to sell your shares which constitute 50% of the shares but retain a limited interest in the voting rights over this 50% shareholding whereby you can vote these shares both on a resolution to dismiss you as a director or on any resolution to appoint you a director. In this way, by retaining a limited interest in the voting rights of the shares you previously owned, you can continue to be a director and be insulated from any resolution to remove you as a director. If your term of office as a director is up, you can also vote this 50% shareholding to re-appoint you as a director. However, be aware that you need to include a clause that even if the shares themselves are sold, ,you continue to retain the limited interest in the voting rights as you have not sold all interest in the shares. This division of the voting rights and the shares is perfectly permissible under UK law.2. Please RATE the Answer as unless you RATE the answer, your Expert will receive none of the money you have paid the website so there is no incentive to answer any further questions.