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Jamie-Law, Solicitor
Category: Law
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Experience:  Solicitor
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I have been asked by a 12.5% shareholder via a solicitor to

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I have been asked by a 12.5% shareholder via a solicitor to provide unabbreviated accounts from 1.4.11 to date otherwise the shareholder reserves her position to make an application to the court under CPR 31.16 for pre action disclosure. I own 75 % and my daughter owns 12.50% of the business.

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

Have you filed any accounts at Companies House?

Customer: replied 2 years ago.
they have all been filed at co house

Ok - so they are asking for different accounts?

Customer: replied 2 years ago.
no the same ones but she is asking for unabbreviated accounts

On what basis?

Customer: replied 2 years ago.
we have had a dispute because I wanted to sell the company. I offered her over the odds she was due 200 k I offered her 300 k so the sale could go through. She kept changing her mind and refusing to sell. So I gave her 48 hour deadline otherwise I was not going to sell. we tried to work together it hasn't worked out. She made threats to wreck the company ect so I blocked her from the financial accounts. She now thinks I have done that because I have something to hide. I have tried again to buy her out to get this sorted but she keeps coming back with arguments and not meeting deadlines. So again I took the offer off the table, she has threatened forensic accounts and unfair prejudice against a minority shareholder but I have managed to fight this and asked her to get a forensic account in, but he could only look at the 12 months accounts. After the last deal fell through I have now received a letter about the CP 31 thing that I first asked you about.

Unless shareholders have a separate agreement with the company, they have no special entitlement to information (other than information already in the public domain) about the company's business or any specific transactions, regardless of how many shares they hold. Listed companies may require shareholder approval for larger or significant transactions and may therefore have to send a circular to shareholders about the transaction, and call a meeting to obtain their consent.

Any person (whether or not a shareholder of the company) is entitled, on payment of the prescribed fees, to inspect a company's register of members and index of members, and to be provided with a copy of the register (or any part of it). However, these rights are subject to that person submitting a request containing certain prescribed information, including the purpose for which the information is to be used and whether the information will be disclosed to any other person. Where a company receives such a request, it can either allow inspection and/or provide a copy of the register, or, if it believes that the request is not made for a proper purpose, it can refer the request to the court.

Therefore, assuming there is no special shareholder agreement, they are not entitled to accounts above and beyond what is already at Companies House.

Can I clarify anything for you about this today, please?

If not, I would appreciate a 5-star rating for my answer. If you need anything further I am available for a follow up at no extra cost.

Customer: replied 2 years ago.
thank you, ***** ***** apply for this CP31 or on this basis would the court reject it? are there any circumstances where by the court would make me provide the unabbreviated accounts

The Court can, yes. It's not a document which they are entitled to.

Does that assist?

Customer: replied 2 years ago.
that's great thank you, ***** ***** another question about UK company law, do I pay again or pay you ?

Sadly you need to post a new question for that. It's one question per thread.

Can I help with anything else in relation to this question today?

Jamie-Law and 7 other Law Specialists are ready to help you
Customer: replied 2 years ago.
no that's all, thank you very much five star rating for you