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JGM, Solicitor
Category: Law
Satisfied Customers: 12178
Experience:  30 years as a practising solicitor.
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There,I am one of 3 directors in a limited company. My

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Hi there,
I am one of 3 directors in a limited company. My share holding is about 42%. We have an internet product that I have mostly built over the last 10 years, there has been input from
the other directors, but this is very small compared to my contribution. There is no shareholder agreement. One of the directors, who has the same share holding as me, has taken out a director's loan without permission, and continues to handle business affairs in an unacceptable manner. So much so that I want to either a) remove him as a director or b) leave the company and start again with the same software in a different guise under a new company. He will definitely not leave of his own accord, and once he senses that I want to leave I think he will become very 'aggressive' commercially/legally.
Given that I want to carry on with the product/business without him involved what are the options/risks.
Kind regards,
Thank you for your question.
If the other shareholder and you hold a majority of shares you can elect to remove him as a director. As an employee you would have to establish that he had been guilty of gross misconduct.
As regards ***** ***** on, the 1988 Copyright, Designs and Patents Act says that you own copyright unless you were an employee at the time. A director of a limited company is an employee so you could find yourself in difficulty here. From what you say the copyright in the software is owned by the existing company so you should concentrate on building a case for removal of the rogue director rather than moving from the existing company.
Happy to discuss. I hope that helps.
Please leave a positive response so that I am credited for my time.
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