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SolicitorRM, Solicitor
Category: Property Law
Satisfied Customers: 6059
Experience:  Director and Principal Solicitor. UK
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I am a shareholder of a small UK company set up to manage a

Customer Question

I am a shareholder of a small UK company set up to manage a small estate. Non profit. I need to ask a question regarding Director behaviour. Please advise.
Submitted: 20 days ago.
Category: Property Law
Expert:  SolicitorRM replied 20 days ago.
Hello, welcome to Justanswer.
Customer: replied 20 days ago.
Expert:  SolicitorRM replied 20 days ago.
I am a solicitor and It is my pleasure to be assisting you today. I may ask for further information in order to determine a legal position.
Expert:  SolicitorRM replied 20 days ago.
Please note that I can guide you, justanswer does not provide legal representation and as such no legal lawyer/client relationship is formed.
Customer: replied 20 days ago.
I am already paying a monthly subscription so would prefer not to pay more
Customer: replied 20 days ago.
Hello. I do not agree to any additional costs as already paying a monthly subscription. Are you still able to assist me please
Expert:  SolicitorRM replied 19 days ago.

Thank you for your patience. The Directors have a duty of care to the company and the members and are bound to carry out the duties in the Companies Act 2006, it does not matter that the company is not profit. Depending on who you are in relation to the business there will be different ways to hold directors personally accountable for their conduct if not in the company's interests or to further the non-profit organisation's goals. Let me know if you have specific questions to ask on Directors' duties and conduct and I will guide you further.

Expert:  SolicitorRM replied 19 days ago.

Any follow up please do not hesitate to send your message, I am more than happy to guide you further or clarify anything. All the best.

Customer: replied 18 days ago.
Thank you so much. Apologies I did not come back to you but work got in the way :). We are one of 7 shareholders with an equal share in terms of voting, 7 houses, 1 share per house. The company was set up to manage a small estate of 7 houses. Basically we have one controlling director - she herself is a solicitor (family law). She did not agree to the way the estate was run as she pays the lions share of the maintenance and has over 5 or so years tactically manipulated her position to ensure there was no 3rd party management company in place despite the fact the majority of the shareholder requested we keep them in place. Many other issues and all of the directors resigned leaving her in charge. She then refused to do as some of us asked....please bear in mind many people are laymens and not aware of how a company must work and as such did not challenge her. Given people would not agree to her demands - we challenged her in writing as her company of which she is a partner have also been involved in the estate and many of us feel there is a conflict of interest. We put this in writing to her and mentioned court...she resigned within an hour, appointed her husband and out the company into dormant mode. She has never responded to the letter. We believe she has broken company law here? Please advise
Expert:  SolicitorRM replied 18 days ago.
Thank you for clarification. What you need to check is the company’s articles of association on appointment of directors and minimum number of directors. Some will authorise outgoing director if some director to appoint replacement if otherwise the company will have no director and without calling a general meeting. But most companies will not allow this. So whether she was wrong or right will depend on the provisions of the company articles. If 6 out of 7 shareholders do not agree I would think you would call a general meeting to move forward a resolution to appoint a management company or to remove directors.
Customer: replied 18 days ago.
Thank you. Are you able to check the articles please? Most of the shareholders don't understand company law and think as she is a solicitor she had not done anything wrong. Wr belive she has. Please let me know your thoughts
Customer: replied 18 days ago.
Incorportation cert and articles attached for your comments please
Expert:  SolicitorRM replied 17 days ago.

Thank you for your patience. I have been notified that an offer has been sent to you for review of the Articles and to advise you. You would also be able to ask any specif question on the rights you all have under the Articles.