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Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
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By UK Company law. In order to vote out a director in an EGM

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By UK Company law. In order to vote out a director in an EGM meeting, can 2 director with no shares vote out a third director with 20% shares.In my situation. There are Director A with 20% shares, Director B and C with no shares. The shareholder D was a director with 80% shares who was deceased 8 months ago. Director B and C are the appointed inheritor and probate executor of D by a written will, however still in the process of probate application.

Hello my name is ***** ***** I will help you with this.

Is there a Directors agreement please?

Customer: replied 1 year ago.
There is not.

Does it say in your Memorandum of Association that Directors can vote?

Customer: replied 1 year ago.
There is no mentioning of director can or cannot vote.

OK - if its an EGM rather than a Directors meeting then only Directors (or shareholders) can vote out a Director.

This is because its a shareholder decision.

If it was just a Board meeting then all Directors could vote.

Can I clarify anything for you about this today please?

Customer: replied 1 year ago.
Does it mean A director can be vote out in a director's meeting by a majority of director's vote? if the 80% shareholder is missing, can the 20% shareholder reject the decision to resign the director (Director A in the description above).

Yes it does. The 20% cant reject if it is ONLY a Directors meeting. Its not an EGM.

Does that clarify? Alex

Customer: replied 1 year ago.
That is much clearer. Thank you. ***** A, the 20% shareholder as described above would call for an EGM to try and invoke the decision? as at the moment he is the only shareholder that can attend the meeting? Does it mean he has the power in an EGM to reverse the decision made in the director meeting?

A 5% shareholding can call an EGM. An EGM could reverse it yes.

Does that clarify? Alex

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