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Ben Jones
Ben Jones, UK Lawyer
Category: UK Law
Satisfied Customers: 9144
Experience:  Qualified Solicitor - Please start your question with 'For Ben Jones'
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I am a shareholder in limited company, chairman hasn't

Customer Question

I am a shareholder in limited company, chairman hasn't called a meeting for 8 years. He's elected his son and wife as directors. When asked to hold a meeting he says he has enough votes (in his name or families names) that he doesn't need to. He says he can vote in whatever he wants because of this. There are 45,000 shares. We (myself and 10 other unhappy shareholders) we collectively own 12,000 shares. Can we do anything? We know he has used club funds on his own projects and uses company employee as his own cleaner/gardener. Please help as we have had enough! Many thanks
JA: Are you in the UK or are you in the States?
Customer: Uk
JA: What action has been taken so far? What's your ideal outcome?
Customer: Every time anyone challenged him he throws them out of the club,it's a members only waterski club. He 'rents'premises and the lake from the club at a nominal rate set by him. We would like him and his family to be off the board so it can be run properly. We would also like him prosecuted for mis use of our funds
JA: Anything else you want the lawyer to know before I connect you?
Customer: Likely costs please, we will be paying for this ourselves
Submitted: 10 months ago.
Category: UK Law
Expert:  Alex J. replied 10 months ago.

Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. Do you have a shareholders agreement? Do collectively own 26% of the issued voting share capital?

Customer: replied 10 months ago.
It's a L item company with 45,000 shares.yes we have 26% of total issued voting share capital
Customer: replied 10 months ago.
Sorry about reply, should have read, it's a limited company , fairford waterski club
Expert:  Alex J. replied 10 months ago.

Hi thank you. Going forward what do you want to achieve? Do you want to recover monies taken from the company? Can you carry on working with the majority shareholder? Kind regards AJ

Customer: replied 10 months ago.
We would like to recover the money stolen from funds, chairman isn't a majority shareholder. He has 4,800 shares but his wife and sons also directors and hold 4000 between them. They have other family members that hold shared but he claims to have proxy votes totally 51%. This has never been put to the test
Expert:  Alex J. replied 10 months ago.

Hi, Thank you. To pursue him for misappropriate monies you would need to commence a derivative action (S.260 of the Companies Act 2006) - this be for his failure to comply with the director duties under S.172-177 of the Companies Act 2006. As a starting do you know who all the other shareholders are? Kind regards