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  1. Collapse Details
    How do I leave as a director and shareholder
    Hi there

    I have been a director and shareholder of a limited by shares company with one other director and shareholder, we both have the same amount of shares. No else is involved in the company. The other director got deported to Kenya a few years ago, I did not know this at the time, as he claimed he was traveling and visiting family. He is currently working on projects under the company name out there in Kenya. I no longer wish to have anything to do with the company. As I am the only director in the UK, I have to deal with filing taxes and company accounts every year. I dont want to do it anymore. I have recently resigned myself as director. But I am still a shareholder and active as a person with significant control, I am willing to transfer my shares to the other director. I have asked him many times to close down the business and then he can start something new up on his own or with someone else, but he wont do it.

    My idea is to file taxes and company accounts once more this year on his behalf. And when filing company accounts, put all the shares in his name. Because as far as I understand if there is no stamp duty to be paid (and we only have 1 share each worth 1GBP) you can just send the shares transfer form to the registered office of the company, so in essence I just send it to myself.

    I realize that If the taxes and company accounts are not filed, fines will be made against the other director. I feel bad about that fact but what else can I do, I want to walk away from this completely, I have told the other director so many times that I no longer want anything to do with the company for well over a year now.

    Am I doing the right thing? And what can a person of significant control do?

    Many thanks
    Zena


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    Can anyone answer my questions?

    Many thanks


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    Sorry didn't mean to post twice


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    The reality is, that under company law, a director who resigns or has their appointment terminated is not automatically obliged to transfer their shares in the company. The two roles are entirely separate unless linked under the company's articles of association or a shareholders' agreement


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    A company can remove its director before the expiry of the period offer bypassing a shareholders resolution. The company must send the notice to all the members. Also, the company has to intimate the director about the removal. Such a director will have an opportunity of being heard.


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    During the pandemic this procedure changed slightly.


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    Quote Originally Posted by lishmaliny View Post
    A company can remove its director before the expiry of the period offer bypassing a shareholders resolution. The company must send the notice to all the members. Also, the company has to intimate the director about the removal. Such a director will have an opportunity of being heard.
    You are absolutely right. Thatís one of the most common steps every company takes when it enters in that type of situation.


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    While it is a fact that under company law the director is not obliged to transfer the shares, there have been cases in which these types of scenarios actually take place. It’s rare, but it happens.


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    While it is a fact that under company law the director is not obliged to transfer the shares, there have been cases in which these types of scenarios actually take place. Itís rare, but it happens.


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