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Hi, Could you please enlighten me as to whether I am in breach…

Hi, Could you please enlighten me...

Hi,
Could you please enlighten me as to whether I am in breach about the following:
I own 20% of a café. My other main partner has 68%. For some reason I happen to be the sole director. I am refusing to sign an ASIC document allowing the 68% shareholder on as director until a monetary dispute is resolved. The directorship was stated in the deed of transfer between herself and the outgoing shareholders (she bought the 68% off previous shareholders), however no one was aware that this had not been executed until 2 weeks ago.
Am I, as sole director but as a partner with minority shareholding, in breach by withholding my signature?

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Answered in 4 minutes by:

2/14/2014

Solicitor: Leon, Solicitor replied 9 years ago

Leon, Solicitor

Category: Australia Law

Satisfied Customers: 52,712

Experience: BEc Dip Ed, Dip Law (SAB) MTax (UNSW)

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Good Evening

My name is XXXXX XXXXX I am a NSW Solicitor. Thank you for your question, and will do my best to assist you with your question.

If there is a general meeting you can be voted out by the 68% share holder.

What exactly is the dispute? Are they registered as owning 68%

Customer reply replied 9 years ago

what does a 'general meeting' encompass?

Solicitor: Leon, Solicitor replied 9 years ago

Good Evnening

It has to be called and there is an agenda

Here is some information about private companies and look at the heading about meetings

https://www.asic.gov.au/asic/asic.nsf/byHeadline/Members

You are going to have to call one every year.

Customer reply replied 9 years ago

1) do all the shareholders have to attend the 'general meeting'? or can the 68% partner 'call the meeting' and be on her own?

2) Am I in 'breach' for not signing the ASIC document stating I am stepping down as a director?

Solicitor: Leon, Solicitor replied 9 years ago

Good Evening

They have to be notified and they can attend or sing a proxy

It is the shareholders that vote at the meeting.

The Directors have to do what the shareholder vote

If the meeting decides you are to leave and you don't then you are in breach.

I hope this makes sense?

Customer reply replied 9 years ago

without a meeting, I am not in breach then?

Solicitor: Leon, Solicitor replied 9 years ago

Good Evening

It depends on what the document you are referring to says?

Customer reply replied 9 years ago

an ASIC document that says there is a change of directorship

Solicitor: Leon, Solicitor replied 9 years ago

Good Evening

When was it prepared and had their been a meeting to change directorship?

Or was it prepared to transfer the shares to the 68% holder and also you to be removed as director?

Customer reply replied 9 years ago

it was made to transfer the shares to the 68% holder - she was to be made a director but for some strange reason, neither the accountant nor the lawyer implemented it. There was nothing stipulating I had to be removed as a director. No, there hasn't been a meeting to change directorship. Just she and her boyfriend trying to force me that piece of paper and saying I am in breach.

Solicitor: Leon, Solicitor replied 9 years ago

Good Evening

So the form has not ben registered with ASIC?

If not then she is not a 68% share holder.

Customer reply replied 9 years ago

yes she is a 68% shareholder with ASIC but not a director

Solicitor: Leon, Solicitor replied 9 years ago

Good Evening

So there were 2 forms signed one for the shares and another to remove you as director?

Only you can sign this and if you do not sign they have to sue.

If there was no meeting then you can say that there was no vote.

Customer reply replied 9 years ago

thank you leon

Solicitor: Leon, Solicitor replied 9 years ago

Good Evening

Good Luck with it.

You are very welcome and thank you for using my services.

If I have missed anything, or you have any further questions please let me know

If there is anything else in the future please do not hesitate to ask.

Please do not forget to leave positive feedback.

Regards
Leon

Leon, Solicitor

Category: Australia Law

Satisfied Customers: 52,712

Experience: BEc Dip Ed, Dip Law (SAB) MTax (UNSW)

Verified

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