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Appointed company director without my agreement!

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lostthewilltolive

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May 5, 2019
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Good evening all,

I'm hoping that someone may be able to offer advice on the following:

Three years ago I set up a Ltd company and I was the sole director, about 18 months ago I took on a silent partner, for various reasons I resigned as director of the company but retained a 50/50 shareholding in the company.

The silent partner (director) promised investment and various other things to ensure that the company would benefit us both and grow. However this did not come to light and I was still putting in pretty much 99% of the work to keep paying the bills.

Over the last eight months or so our business relationship has soured to the extent where certain threats were made against me.

Today I have by chance checked companies house and I am now sole director of the company, without my say so.

The registered address is again the very first address used 3 years ago, so this was changed as well.

The director resigned, again none of this was put to me or agreed by me. I have mentioned on more than one occasion that we should just wind the company up and go our separate ways.

I'm pretty sure this is fraudulent activity yet with the threats I've already recieved etc not quite sure what my next move should be.

Any advice, pointers or similar experiences would be greatly received.

Thank you.
 
do you want to keep the company open or dissolve it/

there are procedures to dissolve a company depending on the circumstances.
 
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Mr D said:
do you want to keep the company open or dissolve it/

there are procedures to dissolve a company depending on the circumstances.
Click to expand...
The company has no debts owing, but with the x director not playing ball and some of the things that he has been upto I think I'd rather simply start again.

He has made it clear he no longer wants any involvement so ideally wish to wind it up as soon and as cheap as possible and move on and learn from this bad experience.
 
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If the company has no debts, no personal guarantees, and your partner just wants out why does he not just pass the shares over to you, and then your off and running. I am assuming there’s more to this story.
 
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My partner initially was a guarantor but this has now been cleared, he wanted to sell me his share but at a ridiculous cost, I made various offers and was rebuked. He also attempted to sell the company as a going concern behind my back which I found out about. So the bad blood and threats started from there.

The company has no value to anyone apart from the clients and to myself which I built up.

I'm not sure why all of a sudden I'm the sole director when I wasnt aware of the change.

I just want a fresh start and to simply trade as a sole trader as before going Ltd.
 
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If you have not agreed to be a director, have not been asked to be a director and have not been told you are a director, you are not a director. Tell Companies House that this change was logged in error, as was the change of address and ask them to revert to the previous details. then resign as an employee, which, I presume, is your status?
 
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Would it be that simple??

If it means that I now have full control of the company and can shut it down with a DS01 I would rather leave it.

I simply just wish to start again, the project has so far cost me around 30k and I am quickly losing the will to fight any longer along with the threats that have been also made. :(
Newchodge said:
If you have not agreed to be a director, have not been asked to be a director and have not been told you are a director, you are not a director. Tell Companies House that this change was logged in error, as was the change of address and ask them to revert to the previous details. then resign as an employee, which, I presume, is your status?
Click to expand...
 
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My concern would be that, if you remain as a Director until the DSO1 takes effect, you cannot trade in the same business as the company as it would be detrimental to the company. The other shareholder could then sue you on behalf of the business.
 
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Out of interest (and maybe for future visitors to the forum) how did he change the details on CH, was this done online, in which case have you not both got login details to CH?

Question for me (really) ..... don't CH send confirmation details out to new appointees?
If as I thought it was the case why did you not receive details in post, has he used a different address on the registration?

In which case follow Newchodge advice above.

If you just shut the company down are you going to come out of this with any money?
Another 'if' the partner wants out will he not sell you his shares?

I think whatever happens here you do actually need to sit down and have a frank and open discussion with your partner and find a way forward that suits both.
 
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WaveJumper said:
Out of interest (and maybe for future visitors to the forum) how did he change the details on CH, was this done online, in which case have you not both got login details to CH?

Question for me (really) ..... don't CH send confirmation details out to new appointees?
If as I thought it was the case why did you not receive details in post, has he used a different address on the registration?

In which case follow Newchodge advice above.

If you just shut the company down are you going to come out of this with any money?
Another 'if' the partner wants out will he not sell you his shares?

I think whatever happens here you do actually need to sit down and have a frank and open discussion with your partner and find a way forward that suits both.
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Yes he and the accountant had access to web filing etc.

I'm pretty sure companies house do send out this information in the post but was a few years back for me so cant remember, also the registered office that has now been changed has not been our registered address for over two years and was simply one of these mail forwarding addresses with a company formation service. They certainly wouldn't pass on any post as we dont pay for the service.

We haven't communicated like business partners since he declined my share offer and then started making threats.

The whole relationship has broken down, I will lose a lot of money but rather this than worry about my family and personal safety if it means I can close this chapter down and start afresh.

It must tell you a lot about the character we are dealing with if he can simply change director, change addresses with no regards to the law.
 
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When you resigned as a director did you fill in the paperwork and check you had been removed at companies house, as if so it could be you were just left as a director to companies house

If not then as above notify companies house by registered letter and inform them the only director was xxx and his address is xxx, then he will be responsible for closing down the company
 
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Chris Ashdown said:
When you resigned as a director did you fill in the paperwork and check you had been removed at companies house, as if so it could be you were just left as a director to companies house

If not then as above notify companies house by registered letter and inform them the only director was xxx and his address is xxx, then he will be responsible for closing down the company
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When I resigned as director it was done electronically by his accountant, this was and has been checked over the last 6-7 months and showed the x director as sole director.

I have been placed on the register as sole director on the 3rd of May 2019, again I must stipulate that I did not request or initiate this.

I'm not sure whether companies house will even do anything about this as everywhere I read they dont seem that bothered.

I could potentially go to the police but worried about the repercussions of this.
 
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You can tell CH there was some fraudulent activity in your appointment and that you never consented to being a director and ask them to reverse the entry, as Cyndy suggests.

I reckon they won't do it. They can't take your name off and end up with a company that has no human director (nor can they reinstate a director who has already resigned).

You can go to the police. They will prove even more useless! This doesn't involve anyone voicing a non-PC opinion on Twitter so it's not a police matter.

lostthewilltolive said:
If it means that I now have full control of the company and can shut it down with a DS01...
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You need a 75% vote.

Go see a lawyer!
 
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Maybe also ask the accountant for a copy of all the appointment documents. Generally there will have to have been some authority/authorisation from you agreeing nomination and appointment as director. That it has been "approved" by you without your actual consent may well be fraudulent.

However, as noted (correctly) above, whether CH acts on this is a different story. The police - tweet them and see.
 
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unless standing over a dead body with its blood dripping from a knife in your hand, do not expect much from the police. hard enough to get them involved in major criminal matters.
 
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After having read through this I may as well just change the directorship back.

On a serious note, I've filled the forms in and emailed them to companies house, let's see if they have anything to say about it.
 
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lostthewilltolive said:
After having read through this I may as well just change the directorship back.

On a serious note, I've filled the forms in and emailed them to companies house, let's see if they have anything to say about it.
Click to expand...

When you say forms do you mean the DS01 you mentioned above
 
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lostthewilltolive said:
No, I emailed companies house with form RP06 and reporting suspicious activity form, whether this actually does anything we will see.
Click to expand...

I think going back to the advice from some of the other posters it would be wise to get some proper legal advice, are you not now in danger (a company has to have a director) of getting yourself removed here or some other action being taken by CH and causing a whole lot more of a mess. At least if you are the sole director with PSC you have some control over the final outcome of all this.

Get some legal advice asap before it's too late.
 
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These threads have a habit of drifting on long after the correct advice has been given.

You have not agreed to being a director. Making you one is not acceptable. The implications, however, are considerable if you do not act swiftly.

Stop reading this thread, and go and get some legal representation.
 
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