Rights of Company Director/shareholder being asked to resign

forumhelp

Free Member
Feb 2, 2008
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I have a company of which I hold 33% of the shares. The split on the rest of the shares are 57% by directors of another company (split individually 35%, 17% and 5%) and another individual 10%. All of us are directors.

I work as managing director and the individual who owns 10% also works in the business. The other shareholders don't.

I have built the business up over the last 10 months (new start up) to a turnover of £700,000 (conservative). £100000 share capital was issued and is now pretty much spent up. I take a salary. The company will break even in the next 2 -3 months.

The directors who own 57% combined want me to resign as I am a cost to the company and buy out my shares. I do not want to do this as I have built a company from nothing to t/o £700000. The have offered to pay £1 per share (which is what I put in). I believe approx £25-£30k is needed to help cash-flow until we break even and start to make a profit. This will happen, even if sales don't increase within the next 3 months. I have offered to 'lend' this but they have refused. I have also offered to buy them out which they have refused.

I believe that they can 'force' me out by calling an ordinary meeting with special notice and dismiss me as a director? I believe they can do this by holding a majority (over 50%) shareholding?

I also believe they can get rid of me as an employee but am unsure on what grounds. As my employment stated on 20th March I cannot claim unfair dismissal as service is under 1 year.

I need some advice as to my rights. Do I have to accept this or have I any rights at all. Am I right in my beliefs as I have only found this much out by my own research today? I believe that if I am forced to leave the company then this is not in the best interests of the company going forward.

Any advice would be greatly appreciated!
 

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