PSC

[Stupot80]

Hi

Asking for advice re PSC in a limited company. There are 3 persons holding 1 share each in the company….one person listed as PSC in the company…..this PSC has completely disappeared and 2 directors cannot get hold of him…..the PSC is not a director, he was but then didn’t want a directors role. We need to make changes to company structure….take the current psc of the company and remove them as a shareholder……I release this is difficult…but we just can’t get hold of him at all!

 

[NewKidinTown]

you can't remove them as a shareholder without their consent. However you have effective control with the 3rd shareholder and between the two of you should be able to make the appropriate changes. There are however protection of minorities embedded in company law and you should take advice in particular with regard to taking appropriate minimum steps to alert the "missing" shareholder to your changes before implementation.

Is this a long established business?

think the missing shareholder is automatically a person with significant control because of their 25% shareholding

 

[Stupot80]

Thanks for your message it’s much appreciated.

The business is about 3 years old. Myself and the other shareholder (director) have phoned, messaged and emailed several times….it seems he just doesn’t want any involvement…..which is then proving very difficult to renew our mail address as understandably they need to see id from all.

 

[NewKidinTown]

"to renew our mail address as understandably they need to see id from all." who is looking for id?

 

[Stupot80]

"to renew our mail address as understandably they need to see id from all." who is looking for id?

Because when we incorporated none of us wanted our personal address on file so we used mail holding address….so they need proof of id and proof of res of all directors and shareholders.

 

[NewKidinTown]

sorry who is "they" ? bank, co house...

 

[Stupot80]

sorry who is "they" ? bank, co house...

The company that handle our mail, virtual office address

 

[Mark T Jones]

First, the obvious question - is there a shareholders' agreement?

 

[Stupot80]

First, the obvious question - is there a shareholders' agreement?

No

 

[eteb3]

You’re all PSCs and should all be listed as such.

You can make changes to the articles by calling a meeting which the absentee won’t attend. I concur with a previous poster you should seek legal advice re unfair prejudice, and would add re adequate notice, too.

You haven’t mentioned that you’ve written to them in the old fashioned way. I would do so making slightly generous reference to the brand new law that makes it an offence by a member of a company not to supply the company with certain information.

You may like to remind them of the “old” 2006 law that allows Companies House to place a PSC’s residential address on the public record if the PSC can’t be traced.

Why does the mail provider want a PSC signature? Normally directors’ signatures are enough.

Lastly, you could simply move to a new mail provider, no? Each PSC’s personal service address is his/her own lookout, even if they’ve listed it as the company’s address.

 

[Stupot80]

You’re all PSCs and should all be listed as such.

You can make changes to the articles by calling a meeting which the absentee won’t attend. I concur with a previous poster you should seek legal advice re unfair prejudice, and would add re adequate notice, too.

You haven’t mentioned that you’ve written to them in the old fashioned way. I would do so making slightly generous reference to the brand new law that makes it an offence by a member of a company not to supply the company with certain information.

You may like to remind them of the “old” 2006 law that allows Companies House to place a PSC’s residential address on the public record if the PSC can’t be traced.

Why does the mail provider want a PSC signature? Normally directors’ signatures are enough.

Lastly, you could simply move to a new mail provider, no? Each PSC’s personal service address is his/her own lookout, even if they’ve listed it as the company’s address.

Ex

 

[Stupot80]

Many thanks for this….it kind of concurs what I was going to do which was to request a meeting which I believe is needed 21 days in advance…I shall send a letter, email and message explaining the particulars…..if he doesn’t attend am I right in thinking that we can go ahead and remove him from being a shareholder and PSC?

Am not why they do….this is our third year with them and they have asked for it every year!

 

[eteb3]

.if he doesn’t attend am I right in thinking that we can go ahead and remove him from being a shareholder and PSC?

Absolutely not! Unless you have unusual articles. His share is a property right and that would effectively be stealing. You might tho be able to make other helpful changes to the articles depending on your situation. Or you could wind the company up and start again without him. But any which way I would get a good accountant’s advice minimum, probably legal too

 

[Stupot80]

Apologies I misunderstood the previous post. Ok our best bet is then to send a letter via post saying that he needs to supply us with info required and it’s offence not to supply it?

 

[eteb3]

Well that’s what I would do but you’d better not make threats that aren’t true. Once more: I would seek professional advice - that or read the Economic Crime and Corporate Transparency Act tonight

 

[Stupot80]

Many thanks for your help. Prob would b easier to resign and give away my share than all this head ache!

 

[Lisa Thomas]

I believe you can resign as a director and still retain your shareholding...