Unauthorised removal as a director

[NW DESIGN]

I'm new to the forum but wanted to get some help and advice.

I am a 50/50 shareholder in a small startup, my business partner set the company up in 2016 and completed the company set up with the help of a notary but have since found out, 4 weeks later I was removed as a director and my 'authorised' signature was falsified. I only gave power of attorney to the law firm for the company set up, not to the other director and it was them that processed the removal. I was only intended to be a silent partner but had only just completed the forms to become a director in the first place.

The business has been poorly run and administered and I have never been invited to an AGM, we have no shareholders agreement in place which doesn't help. I don't seek to be reinstated as a director but would be keen to investigate avenues to get any startup capital back if possible.

Thanks.

 

[KAC]

I'm new to the forum but wanted to get some help and advice.

I am a 50/50 shareholder in a small startup, my business partner set the company up in 2016 and completed the company set up with the help of a notary but have since found out, 4 weeks later I was removed as a director and my 'authorised' signature was falsified. I only gave power of attorney to the law firm for the company set up, not to the other director and it was them that processed the removal. I was only intended to be a silent partner but had only just completed the forms to become a director in the first place.

The business has been poorly run and administered and I have never been invited to an AGM, we have no shareholders agreement in place which doesn't help. I don't seek to be reinstated as a director but would be keen to investigate avenues to get any startup capital back if possible.

Thanks.

Best speak to @The Resolver a long time member on here who offers a free initial telephone discussion. His website is here

 

[Frank the Insurance guy]

I only gave power of attorney to the law firm for the company set up, not to the other director and it was them that processed the removal.

As the law firm for copies of the original documents/agreements. Its a starting point to just double check what was originally agreed.

 

[Deleted member 335660]

I'm new to the forum but wanted to get some help and advice.

I am a 50/50 shareholder in a small startup, my business partner set the company up in 2016 and completed the company set up with the help of a notary but have since found out, 4 weeks later I was removed as a director and my 'authorised' signature was falsified. I only gave power of attorney to the law firm for the company set up, not to the other director and it was them that processed the removal. I was only intended to be a silent partner but had only just completed the forms to become a director in the first place.

The business has been poorly run and administered and I have never been invited to an AGM, we have no shareholders agreement in place which doesn't help. I don't seek to be reinstated as a director but would be keen to investigate avenues to get any startup capital back if possible.

Thanks.

You used the word notary so not sure if this is an EU based company or U.K. If it is U.K. and a limited company then Company’s House should help and Shareholder information is usually part of the Limited Company documentation.

 

[NW DESIGN]

As the law firm for copies of the original documents/agreements. Its a starting point to just double check what was originally agreed.

Thanks Frank - good input. will do.

 

[NW DESIGN]

You used the word notary so not sure if this is an EU based company or U.K. If it is U.K. and a limited company then Company’s House should help and Shareholder information is usually part of the Limited Company documentation.

Thanks Trevor, it is an EU company, well spotted. We are both Brits but living in the Netherlands but your and Franks input is really useful.

 

[Chris Ashdown]

Fist as stated above you need to get written proof of what you actually agreed

You state you do not want to be a director, but that gives you far more power to sort things out, you can demand the full access to company accounts and so on, so maybe worth considering

I guess that Dutch laws are similar to UK and you can get published accounts via the internet or ask a accountant to get them for you which may help you decide what actions you can take

 

[NW DESIGN]

Fist as stated above you need to get written proof of what you actually agreed

You state you do not want to be a director, but that gives you far more power to sort things out, you can demand the full access to company accounts and so on, so maybe worth considering

I guess that Dutch laws are similar to UK and you can get published accounts via the internet or ask a accountant to get them for you which may help you decide what actions you can take

Thanks Chris, will do - I suppose by reluctance to be a director is to do with liability and if it were to soon go into administration I may struggle to get a mortgage in the Netherlands which is how I found out about it in the first place as I contacted the Dutch Chamber of Commerce and they said there's only 1 Director, which surprised me but prompted my investigation into when I was removed.

I've also been contacted personally by customers who'd paid and received no stock and the other director has been ignoring their calls and emails so I imagine the business to be in bad shape.

 

[Ozzy]

There are so many questions here, but if your assumption is correct that the business is in trouble and you're not a director and everything supports that position then you may be in a better position right now than if you were a director.
I would raise a concern that for a while you believed you was a director yet it seems you did not have an understanding of the company financial position, as a director you must know the company position at all times so you was not carrying out your duty. It's a legal duty, even for Non-Executive Directors.

Right now you need to get an understanding of what has happened, and what impact that has on you. The best advice for that has already been given above, you need to know what impact any of that has on you legally and financially. You also need to remember for the future, as a director of a Limited company you are legally responsible for it - so need to make sure you know what is happening all the time.

As a side, Hallo. My mother is from Valkenswaard and would often visit for the Stichting Bloemencorso Valkenswaard. Haven't been back in years though.

 

[The Byre]

What has happened here is (if the OP has reported the facts accurately) a criminal offense in the Netherlands. 'Falsification of a legal document' is what has happened. You might like to contact the 'Notar' and inform them of the occurrence, but the local police would be my first stop.

 

[NW DESIGN]

There are so many questions here, but if your assumption is correct that the business is in trouble and you're not a director and everything supports that position then you may be in a better position right now than if you were a director.
I would raise a concern that for a while you believed you was a director yet it seems you did not have an understanding of the company financial position, as a director you must know the company position at all times so you was not carrying out your duty. It's a legal duty, even for Non-Executive Directors.

Right now you need to get an understanding of what has happened, and what impact that has on you. The best advice for that has already been given above, you need to know what impact any of that has on you legally and financially. You also need to remember for the future, as a director of a Limited company you are legally responsible for it - so need to make sure you know what is happening all the time.

As a side, Hallo. My mother is from Valkenswaard and would often visit for the Stichting Bloemencorso Valkenswaard. Haven't been back in years though.

Thanks Ozzy - yes he may have strangely done me a favour but I don't think that was his intentions! I will contact the notary and investigate what they know, I am sure they were only tasked with the company set up but need to check.

I've not visited Valkenswaard yet but am trying to explore as many towns as possible, there are so many picturesque ones to see!

 

[NW DESIGN]

What has happened here is (if the OP has reported the facts accurately) a criminal offense in the Netherlands. 'Falsification of a legal document' is what has happened. You might like to contact the 'Notar' and inform them of the occurrence, but the local police would be my first stop.

Thanks - yes the KVK (Chamber of commerce) sent me the document I'd requested as proof of authorisation and I was surprised to see I'd apparently 'signed' it with a bad version of my signature on. So that's good to know it's an offence, I thought it would have been but not sure what can be done about it, especially since I don't want reinstating, ideally I would use it to negotiate an exit.

 

[The Byre]

A German friend of mine had a very similar thing happen to him at a Rolling Stones concert in Amsterdam. Suddenly the bailiffs rocked up together with the former owner of the recording truck before the concert and wanted to requisition all the recording equipment. They had a paper 'signed' by him, assigning all that property to the former owner. He took one look at it and told the bailiffs that it was a forgery - fortunately, he spoke Dutch (it's just a German dialect anyway - but don't tell them that!)

The Kiminalpolizei were called (this all happening with the road manager and Keith Richards and the session musicians looking on and enjoying the spectacle!) The former owner was charged with a criminal offense and Mick Jagger had a sore throat and couldn't perform anyway! The concert went ahead the next day as planned!

ideally I would use it to negotiate an exit.

"I have a contract ready for you to sign, buying me out. So what's it to be? You buy me out and sign here, or I go to the Kiminalpolizei? You choose - I'm easy either way!"

As PG Wodehouse put it as Bertie Wooster "The old iron fist and the velvet glove wheeze, eh Jeeves!"
"Precisely Sir."

 

[NW DESIGN]

A German friend of mine had a very similar thing happen to him at a Rolling Stones concert in Amsterdam. Suddenly the bailiffs rocked up together with the former owner of the recording truck before the concert and wanted to requisition all the recording equipment. They had a paper 'signed' by him, assigning all that property to the former owner. He took one look at it and told the bailiffs that it was a forgery - fortunately, he spoke Dutch (it's just a German dialect anyway - but don't tell them that!)

The Kiminalpolizei were called (this all happening with the road manager and Keith Richards and the session musicians looking on and enjoying the spectacle!) The former owner was charged with a criminal offense and Mick Jagger had a sore throat and couldn't perform anyway! The concert went ahead the next day as planned!


"I have a contract ready for you to sign, buying me out. So what's it to be? You buy me out and sign here, or I go to the Kiminalpolizei? You choose - I'm easy either way!"

As PG Wodehouse put it as Bertie Wooster "The old iron fist and the velvet glove wheeze, eh Jeeves!"
"Precisely Sir."

What a brilliant story! I just need Mick and the boys behind me...

But that is worth a try and have nothing to lose, I will see what the notary comes back with and then take action. Thanks!

 

[Newchodge]

If he has forged your signature once he may have done so several times. Or indeed do it again to make you the director with full responcibility for the shambels that the company appears to be. You definitely need to take action.

 

[NW DESIGN]

Thanks Cyndy, yes that's very true and a bit of a worrying thought but a call to action. I have had my head in the sand with it until now but as you say have to act to sort it out.

 

[MarcelvW]

There is also a site at the Dutch trade register where a form is provided to object against such situations. I do not expect that they make a problem of it when you complete it in English. Note that the objection shall be made within 6 weeks:
kvk@nl/service-en-contact/bezwaar-en-beroep/ (change the @ into a dot, because I am no allowed to include urls)
If your company is located in Amsterdam it shall be sent to:
KvK, Postbus 2852, 1000 CW Amsterdam, the Netherlands
Good luck. You can sent me a pm if you have any problems with this form.

 

[NW DESIGN]

There is also a site at the Dutch trade register where a form is provided to object against such situations. I do not expect that they make a problem of it when you complete it in English. Note that the objection shall be made within 6 weeks:
kvk@nl/service-en-contact/bezwaar-en-beroep/ (change the @ into a dot, because I am no allowed to include urls)
If your company is located in Amsterdam it shall be sent to:
KvK, Postbus 2852, 1000 CW Amsterdam, the Netherlands
Good luck. You can sent me a pm if you have any problems with this form.

Thanks Marcel! Appreciate the advice / tip