Who has vote and say in a limited company - directors or shareholders?

Question

I am a director, and 100% shareholder, of a UK limited company.

I have a co-director, who is useless. I wish to make decisions on the company's behalf without him being present or even necessarily knowing about it. Decisions such as the way the company should run and whether or not he should be a director.

Can I make the decisions alone as 100% shareholder, or must he be there (as one of two directors)?

He did invest some money at some point - does this automatically give him any rights?

PS There are no special company by-laws (the default articles of association apply) and there is no written partnership agreement, although there was an understanding when he invested that he would get 40% equity in return for his investment and a significant participation in running the company.

Martin 14th: The shares were never officially allotted to him. We just never got round to it. I was too busy and he was too lazy.

Answer 1

if you have more than 50% of the shares then you have say how the company is ran. As the director it is a case of who is more senior.

As a shareholder you have all the say that goes on in the company. Directors are there to run the business on the shareholder's behalf

Good luck

Answer 2

One of you must be the senior Director. The Directors run the business but the shareholders can oust a Director. Have a shareholders meeting and vote him out. In practise in Companies where I have worked the more senior Director tells the other Director to resign and I have no doubt this will work in this case

Answer 3

The directors run the business on the behalf of the shareholders. But if anyone has more than 50% of the shares then they can say how the business is ran. I think its more than 70% then its theirs to do whatever they like, even change the type of ownership

Answer 4

I have to answer your question with one of my own, if his investment gave him 40% of the equity how come you consider yourself the 100% shareholder?

Answer 5

sack him and give his job to me.;)