Member Since: 28th May 2021
21st Jul 2021
Thanks for your reply. The situation I am referring to is related to a share of the freehold, so the Company was set up to hold the title.
I am not sure whether directors should file correctly or whether they can file wathever rubbish they want on Company house, as nobody can oblige directors to make it right. In fact, I flagged the issue to the director but no changes made on CH.
I think, they are misrepresenting the value of my shareholding (mine extremely diluited). Why they are doing this is hard to say. Maybe for ignorance, or maybe if the Freehold is sold ( they already tried to sell it for £100 and incorporate the Company through another Company they were directors- my solicitor stopped them) they will cash out because they bought the shares they wrongly allotted.
I know it sounds odd, but that's reality
20th Jul 2021
I flagged this mis-match to the company director, who replied that he doesn't understand what I'm talking about...
31st May 2021
I don't yet have an answer to that. All the legal adviser did was to write to the director and ask to take down the resolution. If I had an answer about the PPS, I would not be asking here.
31st May 2021
There are three flats in the building, and the other two owners (a couple) do not have the 75% to pass a special resolution.
However, they changed the AoA, passed a special resolution and uploaded them on Company House. Then they allotted the shares and offered them first at face value (£1.00) and in a second call as partly paid (£0.1). The aim of the special resolution was to give the director authority to forfeit my shares had I not paid the call.
I took legal advise and finally the director took down the AoA that were passed through an invalid resolution. But the share that were allotted and paid at the value of 0.1 each (rather than 1.00) are all in their possession.
That's why I am asking whether to issue partly paid shares it is necessary that this arrangement is detailed in the Articles, and if the Articles say nothing (like in ours), then is Company Act that would rule. And as I understand, although the directors can allot share with an ordinary resolution, then those share must be paid in full. To offer them as partly paid , you need to change the Articles and pass a special resolution.
Am I wrong?
29th May 2021
Thanks for your answer.
The Company is a private company limited by shares and yes I own shares and my shares were diluited as a result of the allotment. However, as I said the Memo and the Articles have no sections related to shares, and nothing around a partly paid plan.
I know I need legal advise, I was just thinking that in this forum someone had come across a similar situation related to partly paid shares issued after the company formation. If there is no restriction in the Articles, then I guess the company director either change the AoA by special resolution, pass an ordinary resolution or refer to the letter of Company Act 1985 or 2006.