Valid representation vs unanimity

[Matt21]

Hi,

I'm one of three directors of a UK limited, set up in 2014, with the model articles of association.

I've just moved to Germany, and today my tax advisor has asked me the following question:

"Can each of you validly represent the Ltd. on his own towards third parties or do decisions require unanimity ?"

In practice we each exercise quite a lot of independence, but from a legal standpoint, I'm not sure what the answer is.

Can anybody help me work this out?

 

[The Byre]

Smokey the Bear says "Only YOU can prevent forest fires!"

Similarly, only you know the answer to that question - well, at least, that is what should be the case! If it is not in your articles of association, I suggest you guys sort that question out fairly quickly!

 

[Chris Ashdown]

Can you go out and purchase a expensive machine or sign a new contract with somebody without the requirement of telling the other two directors
Does another director have over 50% of the shares or a controlling interest

 

[Matt21]

Thanks @The Byre, @Chris Ashdown.

Answering @Chris Ashdown 's question:

• Legally I don't know (I'm not that familiar with the model articles, and it's quite hard to digest). I know in practice I would run a large purchase by them first. Whereas if it was some small software subscription, less than £100 pcm, I would probably not feel the need to mention it.
• All three directors are shareholders and have a £1 share each, so 33.3333'% shares. Does this drop a clue?