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Jamie-Law, Solicitor
Category: Law
Satisfied Customers: 6725
Experience:  Solicitor
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2 shareholders Directors disagree with 1 shareholder

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2 shareholders Directors disagree with 1 shareholder Director and 2 Directors who has control

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

What % do they own and do you have a Directors/Shareholder agreement?

Customer: replied 1 year ago.
All shareholders have 33.3% and yes there is a shareholder agreement in place stating share must be offered back to company first if sold nothing else significant

The two shareholder who have the majority together have control. They can make decisions and they can be voted on.

But they must run the company in the best interests of all the shareholders.

Can I clarify anything for you about this today please?

Customer: replied 1 year ago.
just so I'm clear the 2 shareholding directors out vote the other shareholder and the 2 non share holding directors even though it is 2 to 3 against?

Sorry I dont quite understand. Just give me the structure again, clearly if you would.

Customer: replied 1 year ago.
We have 3 shareholding directors and 2 non shareholding directors

OK - but they are voting on issues tables at the Board meetings?

Customer: replied 1 year ago.
We have 5 directors at board meeting and we are in disagreement over an issue and the 2 shareholding directors are against the one shareholding director and the other 2 directors which way does the vote go?

The majority rules unless the Memorandum or Articles say anything different.

It makes no difference whether or not the non Directors are shareholders, as I said unless the above documents say otherwise

Does that clarify?

Customer: replied 1 year ago.
thanks I will double check the Articles

All the best. If I could ask you to rate my answer before you go today, otherwise the site does not pay me for the time spent with you today. Thank you in advance and good luck!

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