Sole Director

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    Sole Director

    Hope you are all healthy and safe!....our AOA state that a quorum is required. The sole director has appointed another director, without one shareholder knowing about the meeting my question is would the meeting have been quorate and could the company secretary act ( one they hire not a member) be part of the quorate?

    #2
    Most AoA allow a sole director to appoint other directors, even though otherwise inquorate. Generally the only other thing they can do is call a general meeting.

    The company secretary does not count towards the quorum.

    Many RMCs operate without a quorum, even though the director is then personally responsible.

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      #3
      Thanks for that however I have just been trawling thro google and found that is not the case if the AOA states quorum required and mentions directors as in plural the sole director can not act for the company or the board as they are a sole director, so meeting needs to be quorate by bringing in a member - a shareholder otherwise the director is depriving the shareholder their right to attend a meeting and vote. Unfair prejudice so good fodder for Appoint a Manager me thinks!

      Any resolution passed at the meeting was, accordingly, not valid (section 301 of the 2006 Act). I would add that it flies in the face of the fundamental principles of UK company law to suggest that a meeting such as took place on Aug 2019 was a valid one when not only had a person who was entitled to be present at it not been told about it but the company secretary had quite deliberately decided to exclude them.

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        #4
        Yes that's fine if you are a sole director with one member and the AOA state that quorum is NOT required however the
        AOA states directors, quorum required. Meaning plural, the sole director can not act on their own this is breach of fiduciary duty.

        Also there are members so the director could have called on them especially as this was about appointing a director, so they were not made aware of the meeting. I would say deliberately and consciously by the rogue director and she acted outside her powers. The decision is null and void. The resolution invalid. So theoretically we have no directors now as the rogue one has buggered off..

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          #5
          Most companies have an exemption from the need for a quorum when appointing directors and the normal expectation is that the remaining director would make the appointment. Your AoA may fail to provide for this case, but the company is behaving in way that would normally be expected in such cases.

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            #6
            Sorry leaseholder 64 that is wrong

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              #7
              The articles clearly sate no decisions to be taken unless the meeting is quorate meaning directors - the board, the same for shareholder meetings. A sole director can impose his sole authority if he is the only shareholder however the company has AOA which clearly state all meetings are to be quorate...otherwise any resolution taken is invalid.

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