Director removed without consent

[Ex director]

Hello I set up a company on my own. Another director was then added with my agreement. Without my knowledge or consent I was removed as director and shareholder. The other person simply filed the form to companies house with nothing signed or agreed with me. The bank account was set up by the other director after he removed me and I am not a signatory on it. Can anyone help me please? What recourse do I have?

 

[kulture]

The information on Companies house is just a register, not a legal fact. Legally you cannot be removed as a director just by amending the register, nor can your share be taken from you in this way.

The real question is what do you want to happen? The other director is clearly someone you should not trust. Do you want to be associated with thim any more.

What was your shareholding? What paperwork do you have indicating this? I presume that if you set up the company you would have started at 100%, if so what paperwork is there transfering some shares to the other person?

 

[Ex director]

Thanks for your reply. I started at 100%, the other director was added with 1 share so we were 50/50. The note on companies house says the share I had was removed and transferred to the new director 1 month after I was terminated.

I am owed money and would like to reach a settlement. The other person is ignoring me completely so it seems the only way is to get put back as a director. How do I go about this? Can I do it direct with companies house or does it need to go to court? Should I get a lawyer to write to this person, their accountant and the bank stating I never agreed to be removed as director?

 

[Mr D]

If you have not been removed as a director then you cannot get back. You are already a director.
May well involve solicitors.

Of course, you have the problem of how to remove them as a director? Which is separate from buying their share from them.

 

[MikeJ]

Should I get a lawyer to write to this person, their accountant and the bank stating I never agreed to be removed as director?

Yes.

Though you could write a letter before action first, telling them you're about to sue them. That may bring them to their senses and save you some legal fees, if money is tight. But I'd be finding a corporate lawyer now.

 

[Lisa Thomas]

I agree with Mike.

 

[The Resolver]

I must have dealt with dozens of cases like this. Its a problem that could be alleviated by CH requiring evidence before amending the file and the police acting on the fraud that is often committed in these cases (ie knowing that there has been no removal yet completing a form informing CH and the bank that there has.)

For now you must notify CH by completing form RP02A . You need to complete two of them, one to correct the notice of your claimed removal as director and one over the false claim as to your shares). They will then send them to all directors and the Company Secretary to see if there is any objection. If there is no objection (hence the need to negotiate with your co-shareholder and ,make him realise the problems for him if he does not concede) the register will be corrected. If he does object, then they will do nothing until a court orders them to rectify hence the need to sue. But you should not go straight to litigation. This should resolve out of court. I deal with these cases all the time. More fundamental is the relationship between you both and how either that can be resolved (obviously trust has been lost) or an agreement reached to go separate ways, You can call me on 07885 728801 to discuss without commitment.

 

[The Resolver]

You also need to explain all this to the Bank with a copy of the RPO2As and demand, as director of their client, that you be added to the mandate or close down/freeze the account .

 

[Mark T Jones]

The Resolver is of course the best source of advice here.

My thought outside that is that - despite what Companies House says you are still a director of the company and should act as such