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Voting in new directors where there are none

Voting in new directors where there are none

Postby Joved » Wed Jan 18, 2017 11:54 am

Slightly odd question:

  • Private company with 7 shareholders.
  • The two directors (holding 4 shares) resigned as Directors after losing a court case brought by remaining 3 shareholders.
  • Leaving a solvent company with no shareholders and no access to its bank accounts for the past 8 weeks. And liable to be struck off.

How in practice can remaining shareholders call a meeting (without resorting to court) to put Directors in place.

Articles (1997 without specific adoption of later legislation) would seemingly allow ordinary shareholders to call a meeting if the Directors fails to facilitate:

"The Directors may, whenever they think fit, convene an extraordinary general meeting,
and extraordinary general meetings shall also be convened on such requisition, or, in
default, may be convened by such requisitionists, as provided by Section 368 of the
Act. If at any time there are not within the United Kingdom sufficient Directors capable
of acting to form a quorum, any Director or any two members of the Company may
convene an extraordinary general meeting in the same manner as nearly as possible as
that in which meetings may be convened by the Directors."

Which leaves the matter of mechanism for voting, on which the articles include a likely mechanism (?) to declare any other address:

Proxies may be deposited at the Registered Office of the Company at any time before
the time of the Meeting for which they are to be used unless otherwise specified in the
notice convening such Meeting. Regulation 62 of Table A shall be modified accordingly.

Having the existing company addresses as the address for posting proxies will result in a dead end as this is the address of the a resigned Director.

Any wise words would be appreciated. Of course it is possible that the previous Directors will prevent anyone from becoming a Director through their votes and we will deal with that when it happens. The first step is to allow the process to proceed at all.
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Re: Voting in new directors where there are none

Postby atticus » Wed Jan 18, 2017 2:01 pm

Look at sections 154-156 Companies Act 2006. If the other guys don't cooperate, contact Companies House and request that the s156 procedure is invoked.
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