Director refusing to hand over accounts

m0bov

Hi all, we are three directors, its the company that holds title to the freehold of the land where our homes are. The longer serving Director is refusing to allow us to see the accounts. He files them at companies house with £1 value. However another Director feels there is a value when the Freehold got transferred some years ago. Its a dormant company, also each year the accounts are late with warnings of being struck off.

We want access to the accounts, get them audited and then uploaded to CH. We wrote to the Director and its been ignored.

Any ideas on how to get this sorted?

We tried at each AGM but the Director gets "shirty" and and argues there is nothing wrong and takes it personnel, the previous AGM was abandoned due to arguing and running out of time.

Thanks.

James

G_M

are you all equal Directors or is he an appointed/elected Chair? If so, vote him out!

AdrianC

So you're suggesting he's filing false accounts...? Wow. This has the potential to get very messy.

The accounts he's filing are, by definition, the company accounts. If there's another (accurate) set, then he shouldn't be filing this (inaccurate) set - he should be filing that set.

edgex

As above, you need to vote him off.

Have a read
https://www.gov.uk/government/publications/life-of-a-company-annual-requirements/life-of-a-company-part-1-accounts

da_rule

Either using your powers as directors or shareholders (assuming you are also equal shareholders in the company) you could convene a general meeting.

At this meeting you could either resolve that accounts must be signed by all directors. Or, using your shareholder powers you could propose a resolution to dismiss him as a director.

As you say, the company asset must be more than £1, unless the freehold is worthless. Also, what is the value of your shareholding? It is normal for £1 shares to be allotted, so if there are 3 of you the share capital alone should be £3.

m0bov

Hi, all residence (about 20) have a share in the freehold, however at CH only one £1 share is listed. We do need another AGM and yes we should ensure he is not voted on again.

G_M

m0bov wrote: »

Hi, all residence (about 20) have a share in the freehold, however at CH only one £1 share is listed. We do need another AGM and yes we should ensure he is not voted on again.

AGMs come but once a year. The clue is in the name!


You could call and EGM (Emergency General Meeting) - check the company rules you may need a certain number of shareholders to a) callthe EGM and b) attend.


How many of the other 18 shareholders have you spoken to and how many share your concerns?

m0bov

We barely get more than a couple attend, its just descends into arguments and t*t for tate between the two long serving directors who both strongly disagree with each other. The AGM ended because we ran out of time and it was just an argument.

One D says there should be 18 shares, with value of the freehold, other D says dormant company, no value, 1 share £1.

We want to have the records audited and then filled, he refuses.

G_M

You need to start knocking on doors and sounding out the other 18 shareholders.


If no one else cares there'll be little you can do (except sell/move).If you can mobilise support, you can vote him out.

edgex

Surely you've got a copy of the company rules / constitution?
It will state in there how many you need to attend for a meeting to be quorate, how directors are chosen, their responsibilities, etc etc

With ~20 leaseholders, what happens with the ground rent payments?

m0bov

edgex wrote: »

Surely you've got a copy of the company rules / constitution?
It will state in there how many you need to attend for a meeting to be quorate, how directors are chosen, their responsibilities, etc etc

With ~20 leaseholders, what happens with the ground rent payments?

Ground rent is not collected!