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registered office fees

registered office fees

Postby jantra » Wed Mar 01, 2017 10:52 am

a client company has an arrangement whereby they have been paying their solicitor for registered office services for a number of years. The client no longer wants to pay for the use of registered office however to move registered office requires shareholder approval, the solicitor is a shareholder and has blocked the resolution given they hold enough to block a special resolution.

i suppose the question is whether the client can avoid paying the registered office fees given the only objection to moving the registered office was by the solicitor. My own view is that previous invoicing and settlement gives rise to the contract existing and acceptance of that contract and since the shareholders have rejected the special resolution, the other shareholders need to accept the resolution failed and the company thus pays the fees...
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Re: registered office fees

Postby atticus » Wed Mar 01, 2017 12:50 pm

This is a matter between the company (acting by its directors) and the solicitors.
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Re: registered office fees

Postby jantra » Wed Mar 01, 2017 1:18 pm

does that mean that if the solicitor insists on it being paid then it needs to be paid?
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Re: registered office fees

Postby atticus » Wed Mar 01, 2017 1:30 pm

That is a matter of the terms of the contract between company and solicitor.
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Re: registered office fees

Postby dls » Wed Mar 01, 2017 1:35 pm

And also the artiles and any hareholder agreement.

I have not hecked, but would the alteration of a registered office normally require a special resolution?
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Re: registered office fees

Postby jantra » Wed Mar 01, 2017 1:54 pm

dls wrote:And also the artiles and any hareholder agreement.

I have not hecked, but would the alteration of a registered office normally require a special resolution?


according to the shareholder agreement (which having had a chance to look at it, creates a few issues regarding dividend and voting rights)
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Re: registered office fees

Postby atticus » Wed Mar 01, 2017 7:08 pm

I am pretty sure that the directors can change the registered office. In that case, unless the Articles provide otherwise, no shareholders resolution is required, just a board minute and notification to Companies House. That said, a shareholders agreement may impose a contractual restriction as between the shareholders who are party to it.
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