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Nick H
Nick H, Solicitor
Category: UK Law
Satisfied Customers: 113
Experience:  Ten year qualified Solicitor
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Can he fire my husband if he is doing work in the business

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can he fire my husband if he is doing work in the business i.e. going out on site workand my son doesn't want him to go. My husband is the chairman of the business. Is there anything we can or n eed to do i.e. on paper to make it more secure for us,also can these shares be given or sold at a pepper corn price to any of our other children who do not work In the business

Hello again

If your son made himself sole director of the company then yes he could prevent your husband working. If your husband was an employee of the company for more than two years he may have a claim for wrongful dismissal or suchlike.

In terms of the shares - this is slightly dependent on what is in the Articles of Association (the individual company rules). Often they have what are known as ‘pre-emption’ rights within them. These state that the shares must be offered to other shareholders for sale before being offered to anyone else. If pre-emption rights are in the articles then you would have to offer the shares to your son before offering them to anyone else.

Nick H and 2 other UK Law Specialists are ready to help you
Customer: replied 5 months ago.
Does my husband have more rights as chairman could he in fact force my husband to finish next year at age seventy although my husband doesn't want to he wants to work 2 days a week on a consultancy basis also if my husband decided to be paid out for the shares does that mean my son is the sole owner of the company and my husband then will receive no benefits at all and my son can then say he does not want to use him for consultancy work
Customer: replied 5 months ago.
There is a technical director within the business with 15% of the shares

Hello again

Your son would have to hold a board meeting and remove your husband as chairman.

If your husband has been working for the company as an employee for more than two years then he will have employment rights.

The share holding point is separate - they have no bearing on your husband’s role within the company now that your son has more than 50% of the Co shares.

Customer: replied 5 months ago.
Thankyou so if he stayed in the company which he has been in and started in its current name 15 to 20 years but within this industry roughly 25 years he was the founder and asked our son to work with him 20 yrs ago and worked 2 days a week and kept our shareholding would we be entitled to a share of any yearly profit made. Has he got rights to have any say in the running of the business any input
Customer: replied 5 months ago.
the structure at the moment is my son Managing Director my husband Chairman me with 15% shareholding and a technical director with 15%

Hello again

You will be entitled to dividends equal to your shareholding as they are paid out.

Your husband will still have a say in the running of the company so long as he is still Chairman (Director). However beware - your son could hold a board meeting and remove your husband from the board. If that did happen then you could pursue you’re husband’s employment rights - though there is some precedent in law to suggest that maybe he will have further rights - from it being more of a partnership. That law is quite complicated and not strictly settled so approach if all else fails.

At present there is nothing to suggest that the situation will change - but be aware that handing over the majority shareholding puts one at a disadvantage, maybe best not to rock the boat in possible.

Customer: replied 5 months ago.
Thankyou very much I think I have most of the answers after digesting what is happening so the best thing is to do the work my son wants him to do under his "structure" as he puts it and keep his head down by the way what is made up of "The Board" as there are only currently my son and a technical director
Customer: replied 5 months ago.
How could he make himself sole director

Hello again

He could make himself sole director with over 50% of the shareholding. He would have to go through a fairly simple procedure and

register with Companies House - I would just try not to rock the apple cart for now. Best of luck

Customer: replied 5 months ago.
he could get him dismissed if he rocks the boat but he cannot remove his shares from him and we could get dividends in the future on the profit but could he then not declrare dividend can he do that. There was some talk about selling the business sometime in the future if that happened if we had given up our shares would what he got for the business then be his solely and if my husband stopped working for him again the company wld then become my sons and he would benefit from the sale not us. another point if he died and we still had the share would his be passed to me and again if i died would they be passed onto all 3 children as part of our assets or would he get them
Customer: replied 5 months ago.
did you get the baove message

Hello again

Apologies I have been abroad for the past two days

If your son makes himself sole director then he could dismiss your husband - but he is not yet and your husband may have employment rights. The shares will pass to you if your husband has passed them to you in his will and if you pass them to your other children then they will go to them upon your passing. If the business is sold then the purchaser will need to buy your shares off of you.