Who 'owns' the Company

castle96

Can't find a specific board for Q, so any opinions appreciated...

Private Ltd Coy 100 x £1 shares

20% shares each to A B C D E

Directors are F (father of A B C) and A B C

D & E have just (?!) found out that they are shareholders (surely they would have to sign 'something'?

So F is not a shareholder. Does he 'run' the Company, or have to seek the OK of all/majority of s/holders

spadoosh

A B C D and E own the business with 20% of the shares each.

Owners and directors are different things. Owners own shares. Directors direct the business.

You can be director and not own. You can own and not be director. You can own and be director.

I dont know if you do need to sign for shares. Its something that if you do i could imagine someone inadvertently signing for them ie as part of a will/inheritance.

Sorry sent to early.

If F is director and not a shareholder they are in charge of the company. They manage it. They dont need authorisation from shareholders to make day to day decisions however youd typically have a meeting between shareholders to discuss the directors role and their suitability in managing the company. Basically decide if you think theyre doing a good job. If yes keep them, if no get rid.

Thrugelmir

Shareholders own the company.

Directors are employees of the Company albeit with legal responsibilities as to how they manage the company's affairs.

The transfer of shares can give arise to tax implications. Shares can be gifted to another party.

AnotherJoe

castle96 wrote: »

Can't find a specific board for Q, so any opinions appreciated...

Private Ltd Coy 100 x £1 shares
20% shares each to A B C D E
Directors are F (father of A B C) and A B C
D & E have just (?!) found out that they are shareholders (surely they would have to sign 'something'?
So F is not a shareholder. Does he 'run' the Company, or have to seek the OK of all/majority of s/holders

AIUI, F runs the company unless / until there's a shareholder "revolt" and they vote F out.
"Get the F out "

castle96

Shareholders would have to vote ? It would always be 3 to 2 as they are his sons. Strange thing is,, F A B C were sharolders/directors until recently. Surely D E have to sign something or be given something to know that they are shareholders. D E have had their name misspelt on Companies house documentation, and did not know they are shareholders (someone else told them)

Thrugelmir

AnotherJoe wrote: »

AIUI, F runs the company unless / until there's a shareholder "revolt" and they vote F out.
"Get the F out "

As an employee F has protection under employment law rights. One thing to remove from office another to dismiss.

Reaper

AnotherJoe wrote: »

F runs the company"

No, it sounds like he runs it jointly with A B C as they are all directors:

castle96 wrote: »

Directors are F (father of A B C) and A B C

It sounds an odd arrangement. Presumably there must be a reason D and E were given shares considering they are not managing the company. Maybe they are they key employees given shares as an incentive?

castle96

No, not key employees F does everything. A B C would always support him. The only person that receives an income is F. So none of the shareholders do anything or receive any reward. Can understand this for A B C as they are his sons, but why D E? If F died, the value of the Company is at the disposal of ABCDE equally ? whatever F's will may say.
Still cant undertand why D E would not know they are shareholders until they are told - what would F's reason be to include D E in the scheme of things when they are not his sons

spadoosh

castle96 wrote: »

No, not key employees F does everything. A B C would always support him. The only person that receives an income is F. So none of the shareholders do anything or receive any reward. Can understand this for A B C as they are his sons, but why D E? If F died, the value of the Company is at the disposal of ABCDE equally ? whatever F's will may say.
Still cant undertand why D E would not know they are shareholders until they are told - what would F's reason be to include D E in the scheme of things when they are not his sons

No one can answer that apart from F.

Irrespective of F's death, they hold the value of the company, they could sell today if they wanted.

I suspect the reality of this is that the business is only really worth something with F in it. Ie if F died tomorrow, the skill, will and inclination to run the business would be gone and there would be a lot less residual value of the business. Essentially F is the main asset of the business. Is that the case?

castle96

Yes, it's his business/baby from the outset. Whoever he may involve/paperwork, in it, it is 100% him. So if he died, 100% owned by ABCDE. ABC his sons. The 'business is properties, commercial/residential. They have a value. The value is not then in his (estate?). ABCDE can sell (falls outside of F's estate - not owned by him ? though he would have signed any mortgage/purchase papers (along with others that were THEN shaerholders/directors at the time).
DE would see this as a 'windfall'. ABC may well agree. Would they all have to agree? Vote? I can only finf an 'Incorporation' . No Articles of Association

Thrugelmir

Articles are a public document and can be obtained from Companies House.