Two directors in LTD - who has the real power?

[maxima]

If anyone can advise - I am director in "private company limited by shares".

The company manages house where I live and I have 1/5 in shares in freehold which is registered on this company.

The company has secretary who is local estate agent (or their daughter company) and also they are appointed by the company to manage the property (collect fees, arrange gardeners, hire contractors to curry repairs etc).

There is another director who likes to pose as a landlord and tell everyone what to do.

My question is - what is power of directors in sence of day to day activity. If I am not happy with appointed management company and secretary - can I unilateraly sack them and then inform another director?

[minstrel]

The rules around this should be in the Memorandum and Articles of Association of the limited company.

You probably just need a majority vote by the Directors to change the company secretary and ditch them as the management company.

It sounds like you've only got 2 Directors, so you might need to get the other Director on board and get them to agree to ditching the management company.

If they don't agree, you probably have the option to co-opt one of the other residents as a Director and then get 2 to 1 majority to sack the management company.

Need to double check your MAA though as you may need an AGM for all members (which probably includes all residents with an interest in the company) to ratify the decision.

[TheFaQQer]

You might also want to talk to The Leashold Advisory Service (LEASE) to see what they recommend.

Their website is here.

[maxima]

thanks for the answers

[Paddy]

The shareholders own the company, not the directors. If you have the majorty of shares you can sack a director.

I advise you to buy a good book on Company Law (pay abou £50-£60) it is well worth it.

[minstrel]

The shareholders own the company, not the directors. If you have the majorty of shares you can sack a director.

True, but that wasn't the OPs question.

Typically, the day to day running of the company is delegated to the Directors, so they can hire and fire the managing agent. If the shareholders (or members) don't like the decision they can sack the Directors and appoint someone else at the next AGM, but by then the decision would have been already made.

It's a bit like politics. Government (the Directors) have the power to make the day to day decision in running the country but they can always be sacked by the electorate (shareholders) at the next election (AGM).

[maxima]

this is a bit like a nightmare rather. Imagine two Gordon Browns who have different point of view on everything but equal power...

[Paddy]

True, but that wasn't the OPs question.

Typically, the day to day running of the company is delegated to the Directors, so they can hire and fire the managing agent. If the shareholders (or members) don't like the decision they can sack the Directors and appoint someone else at the next AGM, but by then the decision would have been already made.

It's a bit like politics. Government (the Directors) have the power to make the day to day decision in running the country but they can always be sacked by the electorate (shareholders) at the next election (AGM).

Not according to Companies House

I have a friend in a similar situation. You need to appoint yourself and the other Leaseholders or Freeholders as directors that way you have the majority on the board.

In any event the majority of shareholders can sack the company secretary

If the Landlord does not have shares you can sack him immediately.