No invitation to AGM

[Bekso001]

If as a director and shareholder I am not invited to directors meetings or to shareholders meetings are the resolutions legally binding on me. The company uses model articles of association. The company last year made some decisions that are now impacting me financially because someone was lazy to update the shareholders register.

 

[fisicx]

If you aren’t invited the company has failed in its duties and you need to address this. Resolutions are legally binding.

 

[Bekso001]

If you aren’t invited the company has failed in its duties and you need to address this. Resolutions are legally binding.

Does that mean I have no protection against this. In what situation can a resolution be challenged because this means people can basically do as they please and not invited directors and members that disagree with them just to pass unfavourable resolutions and get away with it.

 

[fisicx]

You need to take action to call the company to account. Find out why you were not invited. Then challenge the resolutions. Even if you were at the meetings unfavourable resolutions could still be passed by the majority.

 

[UK Contractor Accountant]

f as a director and shareholder

what % of the voting rights do you hold?
How many Directors are there?

 

[DontAsk]

Would your votes as a shareholder have made a difference to the outcome of the resolutions?

 

[Daybooks]

Resolutions are legally binding.

The presumption being that the resolution was within the powers of the directors ( or shareholders), complied with legal requirements and was properly authorised; and of course legal in its nature.

 

[Bekso001]

You need to take action to call the company to account. Find out why you were not invited. Then challenge the resolutions. Even if you were at the meetings unfavourable resolutions could still be passed by the majority.

A bit of background to give context. I purchase an asset that gave rights to being a shareholder and director of a company. At the date of the meeting which was 1.5 years after the purchase the company had not updated its shareholder register and as such did not send me notice. And as a result of that meeting they appointmented a 3rd party to who has an now made me personally liable for something I have no clue over and they aren't giving me an explanation just demanding payment. It's been just over a year since that meeting and the register is still not up to date and they are not forthcoming with an explanantion why?

 

[fisicx]

If you had been at the shareholders meeting could they have passed the resolution with a majority vote? If so you would still be liable for payment.

As a director have you written to the company asking for the shareholders register to be updated? Are you the only shareholder missing from the register? Do you attend board meetings?

 

[Bekso001]

If you had been at the shareholders meeting could they have passed the resolution with a majority vote? If so you would still be liable for payment.

As a director have you written to the company asking for the shareholders register to be updated? Are you the only shareholder missing from the register? Do you attend board

Like I said earlier they have never updated anything and and never invited me even to directors meetings the only time I realised this was when the 3rd party sent me an invoice. Had I been at the meetings and allowed to speak I know i could have convinced enough shareholders to vote differently because of my knowledge of the subject matter.

 

[fisicx]

Like I said earlier they have never updated anything and and never invited me even to directors meetings the only time I realised this was when the 3rd party sent me an invoice. Had I been at the meetings and allowed to speak I know i could have convinced enough shareholders to vote differently because of my knowledge of the subject matter.

Have you now made sure the register is now up to date?

Are you making sure you get an invite to the next board meeting?

Have you contacted all the shareholders to call for an EGM to get the resolution overturned?

Or engage a solicitor to challenge the legality of the resolution?

Maybe report the company for failure to follow procedures.

There are lots of things you can do. Until you do, you are liable for paying any bills regardless on if you agree with them or not.

As an aside what is this asset you purchased? It sounds like you have brought a leasehold which you now rent out.

 

[Gyumri]

As @fisicx has indicated there really is not enough information provided as to why for example the directors or shareholders have agreed to assume any personal liability of the company.

The usual questions will no doubt be asked as to whether there is a shareholder's agreement and whether you are a party to it.

If you are not on the register of members then you are not yet a shareholder but you can apply to the court to compel the company to rectify the error.

 

[Gyumri]

See also this link:

Bland & Anor v Keegan [2024] EWCA Civ 934 (05 August 2024)