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Director Resignation Formalities

Director Resignation Formalities

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Company two years old

Limited Company Dormant

Two Directors: 50 per cent shareholding each

Director want me to remove the other director from the Limited company as they have fallen out and transfer the shares

Should I try at least attempt to get the minutes signed for the director resignation by both directors  even though I understand from the other director they are no longer on speaking terms ?

 

Replies (14)

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RLI
By lionofludesch
07th Feb 2018 17:01

Jim - don't even bother with this.

You act for both directors, if they want to be complete arseholes over a dormant company, tell them to get on with it through their respective solicitors.

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Out of my mind
By runningmate
07th Feb 2018 17:04

Does the second director want to resign & sell his shares to the first director?
If he does = no problem.
If he does not = no solution!
RM

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paddle steamer
By DJKL
07th Feb 2018 17:15

Well, just tell them that for £XXX an hour (each) you are prepared to help them by playing the go between, just make sure you get the money up front.

The usual conversation starts normally until you descend to,

"Tell your father he forgot to put the bins out last night"

"Tell your mother the bins are not and never were my department"

"Tell your father nothing is ever his department, all he cares about is bl***dy (insert football team here)"

In effect if you do not get enough of the above at home take the gig, if you do run for the hills.

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Flag of the Soviet Union
By thevaliant
07th Feb 2018 17:18

Already answered, but you can't do this.

They need to sort it out themselves. If the second director (in writing) agrees to all this, proceed to file as instructed. But without a signed resignation letter and SH01 form, I'd run a mile.

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RLI
By lionofludesch
07th Feb 2018 17:28

I can't believe some of the problems you get stuck with, Jim.

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Replying to lionofludesch:
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By Cheshire
07th Feb 2018 17:31

My thoughts exactly!

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By andy.partridge
07th Feb 2018 17:35

Oh Jim, the company is dormant and you are the doormat. You do seem to get the clients that wipe their feet on you.

The clue here is that the directors have fallen out, so it would be foolish of you to do anything unless it's strictly by the book and in writing.

If the director that you 'get on with' doesn't like it, tough. That will be proof enough that you are being used for dirty work.

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My photo
By Matrix
07th Feb 2018 17:35

Wouldn't it be cheaper to let the company go and set up a new company? Surely your fees would be less too.

If the Director really likes the name then wait for it to be struck off. I don't know if there can be much more in a dormant company that your client Director wants to retain, please advise if there is more to it.

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By bernard michael
08th Feb 2018 09:44

Does the company have assets worth saving yes/no? Either way you can't terminate a director just on the say so of the other director

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Replying to bernard michael:
RLI
By lionofludesch
08th Feb 2018 09:53

Do the Articles provide for a casting vote ?

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By Jim100
08th Feb 2018 10:10

Thank you as always for your valuable inputs. Actually the other director is her ex boyfriend and she is not in contact with him nor does she want to contact him. She likes the company name but like Matrix have said it just would be easier just to let the old company die and setup a new one especially as there are no assets within the company. The company Accounts are late too.

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By bernard michael
08th Feb 2018 10:27

Why not change the name of the old company which then frees up Matrix for a new company
?? can she do that on her own with only 50% of the shares. Depends on the M & A's

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Replying to bernard michael:
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By Tax Dragon
08th Feb 2018 10:32

Matrix Reloaded.

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Replying to bernard michael:
RLI
By lionofludesch
08th Feb 2018 11:40

bernard michael wrote:

Why not change the name of the old company which then frees up Matrix for a new company
?? can she do that on her own with only 50% of the shares. Depends on the M & A's

No she can't, unless she has that casting vote and, actually (can't be bothered to look it up), I think she needs a Special Resolution anyway.

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