False Filing to Companies House

[IreneAdler]

A potted history, Directors resigned en mass over something silly, then realised that they have left a Company holding property in a precarious position. A small number decide to stand and call for a vote. There is no scrutineer as votes are asked for by email. 2 of the number announce they have been appointed with a result of 80 percent but there is nothing in Articles that allow them to be reinstated or voted in except for a clause saying a shareholders resolution can be passed with 95 percent of eligible votes. They proceed to relist themselves as Directors at Companies House. They now are trying to push through significant Article changes with no discussion at what they are calling is an AGM. What can be done, they refuse to publish the "resolution" and will not answer why they think they are legally Directors.

[echat11]

Hi IRENEADLER

All Directors has 'Fiduciary Duties', they have to act in the interest of all stakeholders, it does sound strange resigning, then a couple comeback to change the Articles, sounds like they are acting in their own 'self interests'.

Heres some information (link only for info)-

https://www.russell-cooke.co.uk/medi...ember_2009.pdf

[IreneAdler]

That's a useful article explaining the difference between the old Companies Act and new. Our present Articles refer to the old ones. You are right in that they are probably acting in their own self interest. Basically they are trying to bully us into submission over trumped up charges without allowing us to have any say in the matter. They have spread lies and rumours against those that don't agree with them. We need to prove they have appointed themselves and not met with the Articles but many voters have swallowed the propoganda or are too scared to speak. Their allegations are spread in writing to the other shareholders but not to those it is critisising. Companies House will not involve itself.

[echat11]

To be honest, you need to find a firm of solicitors that know's their company law, the longer the situation goes on, the more it drifts away. You and your fellow like minded individuals (minority stakeholders) need to form a group. In theory providing you are a 'stakeholder' in the company, i.e. director, shareholder, etc, you could use 'company funds' to fund litigation if the Directors has 'breached their 'Fiduciary Duties'.

You need to get some free advice on the matter, from legal experts, then proceed from there.

S.994 petition for unfair prejudice

If shareholders believe that the company is being run in a way which is unfairly prejudicial to the member’s interests, then an application can be made to the court under s.994 of the Companies Act 2006. The act complained of needs to be both unfair and prejudicial, such as a breach of fiduciary duty, mismanagement or a breach of the terms of the shareholders’ agreement.

If the petition is successful, the court has a number of options open to it, as follows:

· A minimum shareholder can be allowed to resign, with their shares being bought by the company or other shareholders;

· The company can be prevented from taking certain actions;

· An order can be made requiring the company to bring civil proceedings with a view to further redress;

· Changes to the articles can be prevented;

· A petition for the company to be wound up can be ordered.

[IreneAdler]

Thank you very much, we have a group and have appointed solicitors but this is angle of discrimination is very relevant and I did not know that shareholders have the right to make an application to court. The so-called Directors consider that the majority can decide all and we have been maligned for thinking differently.

[echat11]

Link posted for info - https://www.mayerbrown.com/en/perspe...ivative-action

https://www.mondaq.com/uk/shareholde...ld-be-aware-of

[IreneAdler]

This is eye-opening and I am very grateful. At present we have them acting like feudal lords, certainly, they are not looking to the interests of the Company but their own ambitions.