Being removed as a director from freeholder company

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    Being removed as a director from freeholder company

    I have just had a notification that I and the rest of the Directors have been removed as Directors from the Company. We have a Managing Agent now and he sent out an email a week ago to say he is now ready to "Manage" the property and has called a meeting for next month to discuss the work to be done on the house. However I received a notification from Companies House which showed that all of us had been removed as Directors. Is this the norm!! The new Managing Agent is taking over as Secretary and I believe we not have to have a Chairperson these days. Is this normal and if we are not made Directors again are we allowed to vote on maintenance etc.

    #2
    No. It is not normal. Assuming you never received notice of a meeting whose agenda included your removal as a director, and you have mental capacity, are not barred, and are neither bankrupt nor have an arrangement with your creditors, please contact breaches@companieshouse.gov.uk.

    (The fact that you wrote a coherent posting here suggests you have mental capacity!!)

    Unless you can no longer be a director because of a provision in the Companies Act, or in the company's articles, the only way you can be removed is by a majority vote, at general meeting of the members. 28 days notice needs to be given of that meeting and the agenda in the notice must state that the intention is to remove you as a director.

    Note that many older companies have a provision requiring directors to resign on a three year rotation, but that only happens at the time of an AGM, and it is normal for the director to seem re-election at the meeting, and in, probably too many cases, they are re-elected.

    If you are in any doubt as to whether there are other provisions, in the company articles, for removing directors, you should question your suitability to be a director, as all the directors should know those details.

    Comment


      #3
      Sorry my mistake. We have been removed a person with Significant Control! and not as Directors. Still even so is this normal!

      Comment


        #4
        Yes, if there are more than four members of the company. In that case, you should never have been recorded as a PSC unless you had more real control than was implied by being a director.

        PSC does not give any rights. It is a warning to people who deal with the company that certain individuals may have more power over the company than the records might otherwise suggest.

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          #5
          E.g. if one person holds 51% of the shares, but isn't actually a director, they can effectively override the directors, so are the real power behind the throne. PSC is a way of giving visibility to such cases.

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            #6
            You should check the your company's records at Companies House website to see if you are still listed as a Director.

            Comment


              #7
              Leaseholder64 has given detailed and accurate comment. Nothing to add.

              Comment


                #8
                Thank you all for your comments. Very interesting. The Agent did come back to me and say that we had been put down as owning more the 25% and that was incorrect and so we have been removed as "a person with significant control".

                But thank you all for your interest and comments. Very grateful to everyone. It is all so confusing. Just as well we have this forum to come and get help and advice.

                Comment


                  #9
                  Originally posted by Gordon999 View Post
                  You should check the your company's records at Companies House website to see if you are still listed as a Director.
                  Yes I am. I have checked thank you!!

                  Comment


                    #10
                    Originally posted by Gordon999 View Post
                    You should check the your company's records at Companies House website to see if you are still listed as a Director.
                    I have just received the Agenda for the meeting and it one of the items listed is voting in Directors so it seems that we are being removed as Directors on the day!! I shall have to plough my way through the Articles of Association again. I must say long and lengthy so I cannot remember everything it says.

                    So that puts a different slant on things.

                    Comment


                      #11
                      As well as checking the articles of association, read up on the Companies Act 2006 and written resolutions of members. If you are a member of the Company you may find you can remove the managing agent as a director if you can gain support (a simple majority) of the members. You can appoint yourself as a director in the same resolution. I know this because it is how I removed an apathetic managing agent.

                      Comment


                        #12
                        What if someone wanted to remove ME but didn't want you as a director ? I always thought you couldn't have a proposal combining separate decisions. Could be wrong.
                        good suggestion re companies act. Bought it on my Kindle. Makes it a lot easier to access different sections.

                        Comment


                          #13
                          Hi, enough already of this befuddlement and angst!

                          If you are a director of the company, you should already be very familiar with the wording of its articles. have a coipy at hand everywhere you go. Quote an article a day constantly to anyone within earshot. The articles should form part of the company incorporation filing at CH.

                          Do the directors need to stand again on a cycle and if so what is it in years? Has your term expired? If not, you cannot just be voted out at an AGM like that.

                          Who drafted this agenda for the company meeting if you as a director knew nowt about it?

                          How are decisions taken in this company anyway - by the managing agent?

                          You do not need a majority vote at a meeting to remove an agent. The directors vote to remove and then use the termination clause in the agency agrement. Unless the managing agent is somehow built into the lease?

                          I assume the directors have meetings per the articles and minute their collective decisions and keep records?

                          If not, start all over again and read the Companies Act and the articles. It shouldn't be this much a mystery...?

                          Do not read my offerings, based purely on my research or experience as a lessee, as legal advice. If you need legal advice please see a solicitor.

                          Comment


                            #14
                            I have read the articles and I see no reference to being dismissed, but it does appear that we are. Because the Agenda for the meeting says "appointment of Directors" but we already are Directors.

                            We have only just appointed this MA but he has taken six months to go through all the paperwork it seems and is only just going to get on with the proposed work to the outside after the meeting on the 15th.

                            I will try to upload/download etc the companies act.

                            Well this is what I will put to him that we cannot be voted out, but as he is an experienced Agent apparently he must know something I dont.

                            Thanks for all your replies.

                            Comment


                              #15
                              "If you are a director of the company, you should already be very familiar with the wording of its articles. have a coipy at hand everywhere you go. Quote an article a day constantly to anyone within earshot. The articles should form part of the company incorporation filing at CH" having said that I am reading articles which were sent to me by an Agent we had a few years ago but do not relate directly to our company.

                              I have looked for the AA at companies house but there does not appear to be a copy, however there is a phone number that I can ring apparently to see if there is a copy and purchase it.

                              Comment

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