Company secretary has removed me from being director without notifying

[Sunrising]

Hello everyone
This is my first post I apologise if it's in the wrong forum, mods please move if it is.
I need urgent advice following a phone convo yesterday with the accountant/paralegal lady that does all the books for our business, vat etc etc.

Myself and my partner have a limited company, we are both directors with 50%shares each. We are also partners out of the business and have 5 children.

My maternity leave is coming to an end next month and I rang her to ask her if the three of us can have a meeting as we both wished to speak to her about what to do when it finishes regarding hours, and we also had a question regarding the wages.

The conversation went like this

Me: we'd like to arrange a meeting to discuss the maternity leave/hours and we have a question about the wages.

Her: well I'm coming down to see (your partner) Friday lunchtime to me the new office lady and if you want to come down then you can I suppose. I need (your partners) permission though to speak with you about these things though.

Me: why do you need permission?

Her: because you are not a company director nor a shareholder of the business!!!.

Me: um, I am a director and 50% shareholder.

Her: you are not, we will discuss this on Friday when I come down, ok bye.

She basically ended the call then and there, being quite rude and abrupt when talking to me also.

I spoke to my partner who is a confused as I am, he rang her to discuss this and she was unavailable, we then sent her an email (copy below) to which as yet we have had no reply.

Hi xxxxx
I've just spoken to (my partner), can you explain before Friday why she has been removed as a director, neither (my partner) or myself requested nor agreed to this happening. at the moment we are up in the air as to why this has been done. so some clarity would help. I give permission (as you told (my partner) my permission was needed) to contact us both with regard to this matter.

See you Friday.

Many thanks


So my question is can she do this without telling me/us? I've read up last night and all I can seem to glean is that a meeting needs to be called 28 days before anything is filed with companies house saying the director has been removed. That if the director is removed without their consent then it has to be for reasins of death/mental health etc etc. we've looked on line and our company still shows as 2 directors but only one shareholder (some sites still have my name down, others just say 2 directors)

Please help as I think she's done something underhand here and I'm obviously not happy!

Warm regards everyone

 

[ADW]

As a 50% holder I cannot see how they can remove you legally. Was it actioned before maternity leave? Could be tax reasons or entitlements etc but an accountant/paralegal should be handling things far better than this. They wouldn't be my representative for much longer even if it did turn out to be a legitimate course of action for your benefit. These are supposed to be people you put your trust in and that seems to have gone.

 

[Ian J]

Either someone is being a bit underhand or a mistake has been made as the accountant / company secretary has no powers at all to make decisions.

If you are a 50% shareholder only you can sell or give away your shares

 

[Sunrising]

Thank you for replying
I have no idea when this was supposedly done I'm hoping to find out when she replies. I agree that she should be more communicative if she thinks things like this would be helpful rather than what appears she has done. I'm don't want someone of this low calibre managing these things if this is how she works. I will try calling her again today and see of she's "available".

 

[vvaannmmaann]

Any changes on the Companies House website?

 

[Sunrising]

Ian
Thank you for your reply, clarifying she cannot make these decisions. That's what I thought too regarding shares. It feels a bit underhand to me based on the way she spoke to me yesterday but perhaps I'm being over sensitive. Either way she shouldn't do this.
Thank you very much

 

[Sunrising]

Thank you vvaannmmaann
Just got off phone with companies house they said I'm still on as a director I'll need to pay the fee for checking the shares.
Very confusing!.

 

[OldWelshGuy]

Is she a shareholder? Something as large as this can't be done on a whim, it requires a board meeting, and if she has done this without that she has acted unlawfully.

Are you paying her?

 

[OldWelshGuy]

Thank you vvaannmmaann
Just got off phone with companies house they said I'm still on as a director I'll need to pay the fee for checking the shares.
Very confusing!.

its only £1 or suchlike, download the company information. then sack your co sec.

 

[beasty]

<edit>

50% shares and director, no one can do anything without your consent, simple

P.S Companies house is just a register, a list, even if you were removed, you would still be a director due to the fact your company had not gone through the proper process to remove you from the COMPANY (Companies house will do what they are asked in good faith, a form submitted will be considered accurate) but has no impact on the reality of who is and who is not a director

 

[Sunrising]

Thank you all for your replies
Welsh guy
No she's not a shareholder.I called her a little while ago and she was just going into a meeting so was told to call back at 12.30 - I will and will update when I've spoken yo her. Yes she is being paid for services although as yet we haven't hD an invoice from her for anything.

Beastie
Thank you for this info that is good to know, very valuable.

If she was to be sacked/removed I think I have to fill a form out with companies house don't i?. Does she require a period of notice?.
ThAnk you all again you're all so helpful
Apologies for the typos I'm at home with the kids today!.

 

[OldWelshGuy]

As I said, and Beasty re-iterated, if she has unilaterally removed you as a director and a shareholder she will have acted unlawfully in which case ALL that is fact is the records at companies house are wrong.

if she has acted unilaterally then i would say that is a case of gross misconduct and is a reason for instant dismissal.

Either way it is seriously odd. it does however seem to me like she has screwed up rather than acted maliciously.

 

[Sunrising]

Welsh guy
Many thanks for replying again
Yes it's all rather odd indeed!.
I'm hoping she's messed up too rather than being malicious, either way she needs to explain what the hell is going on, what she's done and when and even if it's a mistake on her part it's a big one and we don't need someone like that involved in the biz. I'll update after I've spoken with her around 12.30 hopefully.
Thank you all

 

[Ian J]

I'm intrigued to know how this pans out as having done a search on her I've found that she is also Company Secretary of one of my clients

 

[ADW]

Sounds like crossed wires somewhere along the line. Probably got companies mixed up or something but would still get the boot from me.

 

[TMGG]

Agree with ADW. She's probably confused between different companies. Always check with Companies House before you rely on someone's word

 

[Sunrising]

Ian, tmgg, adw,
Thank you all again for your replies. Maybe she has confused companies but I'm not so sure after yesterday's convo. She did seem abrupt and offhand when speaking, but I'll hope for the best!.

I called again and was told she's out on yet more meetings and won't be free till around 4-5pm. The receptionist is getting someone to look into it as she is out and will call me bCk after he has done so. I will keep you updated. No replies from her by email either.

 

[Sunrising]

Hi all
Just an update
Someone has looked into this and it's still very confusing. They say I am still a director but with no shares?. I was told she'd be around Btwn 4-5 today to speak with, I said any time today I'm free to talk, they then said 6pm, now she's saying she'll be in meetings till 8pm tonight. I could hear in the background the co sec talking (a bit irate) and they've now told me she'll ring tomorrow at 10am. So I'll call her at 9.50 to be sure. Feel like I'm being fobbed off!. Ugh!. I'll keep thus thread updated as soon as I've any news.
Thank you ALL.

 

[silvermusic]

Of course you're being fobbed off, good heavens anyone can see that. You need some answers from her NOW!

 

[UKSBD]

Have you got any documentation about being a shareholder or have you just assumed you are?

 

[OldWelshGuy]

If it were a genuine error she would be trying to fix it, not hide from you and treat you badly.

 

[Sunrising]

Uksbd and welsh guy
To hand I have no docs, but my partner may have copies at the shop, which I'm wanting him to check in between his busy day!. I clearly remember signing back in 3013 a document that said I was director with 50% shares. I remember signing it in my sunroom at home when my partner bought it home as it was a special moment. Your right she should be sorting it out rather than avoiding, I appreciate she's busy but that's her job to get this sorted.

 

[OldWelshGuy]

have you downloaded the companies house data? that is the very first thing I would want as it will show the current status plus any history.

A thought could be that hse is correcting the problem as we speak and then will try to blag you.

 

[Ian J]

According to the accounts filed at Companies House there is only one £1 share issued so if you are supposed to be a 50% shareholder that is something that needs to be addressed

 

[Sunrising]

Welsh guy and Ian
Thank you both for your replies
Yes I've downloaded most of the info from CH regarding shares and the 36 page doc, director info and CS info, I have quickly looked at it all and yes Ian you are right about the one share. There's a name on the big 36 page doc I don't recognise, and I'm now having trouble going back into each doc, keep getting an error message, and they're not downloading again so will keep trying to access and quickly print all of them off to go through with with a fine tooth comb. I noticed errors in the name spellings that were changed also, but for sure it seems currently that someone has one share and who that is I don't know!. Ian thank you sincerely for helping with this and to all of you.
Kindest regards

 

[FirstClassVirtualOffice]

The basic free info on CH website at least tells you the history of the directors - try check that online for the directors names at least. Do you have your share certificate or did you just sign a form that appeared to say you would be made a shareholder?

It's a really strange situation.....isn't your partner concerned and why isn't he onto it? Can you not turn up at her office and confront her?

Maybe your partner has been hiding stuff from you (i'm afraid it does happen) and she is caught between the rock and the hard place of not wanting to discuss it with you (maybe).

I would be emailing a formal warning to ask that she immediately contact you given she has refused to discuss the business with you when you are clearly a director as listed on CH website, so she has no legal grounds to withhold any information from you.

Does she not have a manager or boss you can go to to take it higher or is she just a self employed person?

I can't wait to hear what pearl of an excuse she comes up with.

 

[UK Contractor Accountant]

Maybe you are joint shareholders of the 1 share in issue?

The place to check is the Register of Members held with the Statutory Records. Companies House will just record any rubbish you send them.

 

[Newchodge]

There was a case here (that ended with a prison sentence) of a legal advisor who transferred the ownership of a private club to herself, including the ownership of the physical property. The case went on for months and ended with the legal advisor in prison and the club bankrupted by the legal proceedings to recover its own property.

If the share in your own company is apparently owned by someone you have never heard of, you need formal legal advice NOW.

 

[UKSBD]

If it's the business in your profile the strange name is probably just the company formation people.

Interestingly, something has changed at Companies House in past few hours.

Maybe the person trying to correct a mistake?

 

[Sunrising]

Hello everyone
First class, thank you. My partner didn't seem that bothered at all, he seems happy to deal with it when she comes down on Friday and is quite laid back about it all. I am not. That's a great idea to email a warning to her, I will do that tonight and put it here first before sending to check the content is ok. I hope there's no funny business going on!. I know this can happen like you say. My Partner maintains he thought too we were both directors (which CH shows) and 50% shareholders. I signed a doc back in 2013 to say I'm a director and have 50 shares, a company chq was written out for £100 and that was it. Partner has no copy of this at the shop and gave it to CS back then. I do not recall being given a share certificate. I assumed that it would all be filed and kept at the shop and or with the company our CS is with. I believe it is her and her husbands company. They came in one day got chatting to partner and it went from there.

I will go online and try to find out the info held on the register of members statutory records. If anyone can post the link that would greatly help me if that's allowed. I'm still having trouble downloading the stuff I got from CH earlier after being able so will keep trying with that and print it too. Going to try and get the kids in bed a bit earlier as I've got a busy night ahead sorting through all this!.
I greatly appreciate everyone's help, this is mad. I will be back in a while...

 

[Sunrising]

Uksbd
Just saw your post. I'm going now to the companies house website to check again
Thank you

 

[Thermodynamic Man]

Your partner doesn't seem that bothered????... Oh ho

 

[silvermusic]

Your partner doesn't seem that bothered????... Oh ho

Just what I was thinking too. There needs to be some answers to some basic questions pretty darn quick.

 

[Sunrising]

Uksbd
Would this be the highlighted stuff in red?.

 

[UKSBD]

Uksbd
Would this be the highlighted stuff in red?.

Pretty sure it wasn't highlighted in red earlier, I could be wrong though.

I would hazard a guess the formation company or the CS made a mistake, have realised, and are trying to put it right without you knowing (hopefully anyway).

Have you taken a dividend?

 

[UK Contractor Accountant]

If it's the business in your profile the strange name is probably just the company formation people.

Interestingly, something has changed at Companies House in past few hours.

Maybe the person trying to correct a mistake?

Looks like an Annual Return AR01 has just been filed - a bit strange as the last one was only filed in Nov 14.

Probably right in your assumption that this is a correcting Return.

 

[Sunrising]

Uksbd
Yes it wasn't highlighted earlier. I'm sure the date was April.
No no dividends.
I've re downloaded all the stuff again from companies house in the hopes it dosnt keep giving me error messages and as soon as kids are in bed I'm going through it all.

 

[UKSBD]

I think (hope) you are worrying too much.

It looks like they just made a mistake and are trying to correct it, to save themselves the embarrassment.

 

[Sunrising]

I hope so too!

 

[UKSBD]

I would hold fire with the email you were going to send, don't mention you have done any checks, and see if they come clean and apologise if it was a mistake.