Discussing UK law. Links: swarb.co.uk | law-index | Acts | Members Image galleries

directors appointment

Re: directors appointment

Postby jantra » Tue Oct 04, 2016 8:18 am

dls wrote:
if the minutes of the GM are issued and it states the percentage of the vote, say 60%, and that the resolution is not passed to appoint as director, and the director is therefore removed at Companies House, could this be challenged?


It is not quite clear what you are saying now.

At first you were talking about a breach of the shareholders' agreement. You have moved to a breach of the Articles.
The articles say how a director is appointed. If the appointment is valid under the articles, then it is a valid appointment in company law. That it may be in breach of the shareholders' agreement is of no consequence.

In any event, I doubt that Companies House would be interested. A director's appointment is registered by a form completed and submitted by the company secretary and signed by the appointee.
Companies House will rely on the certificate that he has been validly appointed. Someone aggrieved by the appointment would have first to challenge it at a meeting of the company, and then at court.


what I am saying is that the company has not followed the proper procedure in appointing a director, as the SHA states clearly that the company will not act on appointing a director, unless it has shareholder consent to do so. (shareholder consent is defined as being greater than 90%)

by appointing the director the shareholders are in breach and by appointing the director the company is also in breach. that is how it looks to me
jantra
 
Posts: 430
Joined: Sun Nov 25, 2012 10:59 am

Re: directors appointment

Postby dls » Tue Oct 04, 2016 8:21 am

by appointing the director the shareholders are in breach and by appointing the director the company is also in breach. that is how it looks to me


The company has no obligation to take any heed at all of the shareholders agreement unless it signed it.
David Swarbrick (Admin) dswarb@gmail.com - 0795 457 9992
User avatar
dls
Site Admin
 
Posts: 12013
Joined: Thu Nov 01, 2012 1:35 pm
Location: Brighouse, West Yorkshire

Re: directors appointment

Postby Hairyloon » Tue Oct 04, 2016 8:26 am

atticus wrote:Possibly. See above.

That is rarely a helpful suggestion.
Take me to your lizard...
User avatar
Hairyloon
 
Posts: 9711
Joined: Thu Nov 01, 2012 3:12 pm
Location: From there to here and here to there... Funny things are everywhere.

Re: directors appointment

Postby jantra » Tue Oct 04, 2016 8:32 am

dls wrote:
by appointing the director the shareholders are in breach and by appointing the director the company is also in breach. that is how it looks to me


The company has no obligation to take any heed at all of the shareholders agreement unless it signed it.


what if the deed has the wording

signed as a deed on behalf of the company by Mr Director
jantra
 
Posts: 430
Joined: Sun Nov 25, 2012 10:59 am

Re: directors appointment

Postby atticus » Tue Oct 04, 2016 8:49 am

Then you look at the company's obligations as set out in the deed.
User avatar
atticus
 
Posts: 19194
Joined: Sun Nov 11, 2012 2:27 pm
Location: E&W

Re: directors appointment

Postby jantra » Tue Oct 04, 2016 8:53 am

clause 1 company obligations
the company shall not, and shall procure that no group company shall, take any of the actions set out in schedule 2 without shareholder consent.

schedule 2 shareholder consent is required to:
appoint (or remove) a natural person to the board
jantra
 
Posts: 430
Joined: Sun Nov 25, 2012 10:59 am

Re: directors appointment

Postby atticus » Tue Oct 04, 2016 8:57 am

I doubt that Companies House will do anything.

The route will more likely be to take shareholder action of the type outlined above. Please let me know if you find the reference to earlier posts unhelpful.
User avatar
atticus
 
Posts: 19194
Joined: Sun Nov 11, 2012 2:27 pm
Location: E&W

Re: directors appointment

Postby atticus » Tue Oct 04, 2016 9:05 am

Jantra - readO'Neill v Phillips [1999] UKHL 24, especially Part 10.
User avatar
atticus
 
Posts: 19194
Joined: Sun Nov 11, 2012 2:27 pm
Location: E&W

Re: directors appointment

Postby jantra » Tue Oct 04, 2016 9:46 am

thanks Atticus

I'm none the wiser :)
jantra
 
Posts: 430
Joined: Sun Nov 25, 2012 10:59 am

Re: directors appointment

Postby atticus » Tue Oct 04, 2016 9:48 am

The usual way of resolving such disputes is for one party to buy out the other. Lord Hoffmann has given guidance on how the offer should be formulated.
User avatar
atticus
 
Posts: 19194
Joined: Sun Nov 11, 2012 2:27 pm
Location: E&W

PreviousNext

Return to Company Law

Who is online

Users browsing this forum: No registered users and 1 guest