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  • Concealing documents from directors

    Hi!

    I am looking for a legal advice about few matters so bear with me.

    I am owner (huge portion but not majority holder) of LTD as well as director. I was dealing with technical side of the business and have had contract for it that ended two years ago. Everything else that was done was not covered with any contracts just with emails and the agreements that seemed to be changing a lot as we went, from the other director as he pleased. He did not want to sign any contract, and insisted on informal agreements.

    I know that I was naive about this. Last agreement was that i will be payed if company makes money and if something if left after all expenses are payed. I took my chances and revitalized the company in less than a year and put it on the healthy grounds. Now, in the first moment, when enough money was earned that i could be replaced that is exactly what has happend.

    - I was told that other director is searching for somebody else to replace me (no communication with candidates was forwarded to me per my request as a owner and director)
    - No documents from accountant were provided per my request (or companies bank account state)
    - No assistance in getting the current state of the company is provided (directors,owners..)
    - No annual meeting was held ever, i requested that several times that formal documents need to be made with conclusions and signatures of all directors)
    - I have all passwords and I can stop all activities of the company but that would be destroying company property and that would be road with no return, i dont know if i have right to do this.
    - I was told that without assistance in transition with new worker shares would be diluted in order to keep workers happy
    - No assistance was provided in explaining my rights as a owner and director.
    - It was insisted that i have no contact to 3rd parties or to have access to or to use the bank account.
    - I was threatened that my shares would be taken from me if i do anything that is against companies interests.
    - The other director absolutely neglected his duties and did nothing tangible in years of business.
    - The other director has mental health issues, and was hospitalized for two months during our business, and he is under medications all the time (prior to his hospitalization he accused me in trying to drive down companies profits so that i can buy company from him for pocket change, that i am hacking into his computer and that i am reading his emails...i have emails that prove these accusations)
    - The other director and majority holder refuses to answer any emails where i request the formal company meeting where everything that was done, how and where would be written and signed.

    So questions are:
    - can decisions be made without the consent of other director which is in the same time owner with enough shares that gives him right to vote?
    - if decision is made which with i dont agree and think that it would be detrimental for the company how can i protect my interests? can i somehow stop detrimental actions (hiring unexperienced people, making bad contracts etc..)
    - no business plan was presented, no substantial evidence that company will effectively grow other than "wish list")
    - can shares be taken away somehow (i asked several times to tell me what law makes that possible, no response was given)
    - if i knew that i would be replaced i would not do a lot of things that i did because now it seems that i locked my ideas and work into this company. i am threatened that i can not use any of the things i did elsewhere. this greatly reduces my ability to do business. can i do something about this?
    - if i dont agree with what i think is detrimental decision to the company how can i act.


    There are lot of other things to add but dont want to write the wall of text. I would rather make and engineer things, growing company and fighting with competition than fighting with other director. I know that i did a lot of things the way i shouldn't and that i was suppose to cover myself better. i see this as lesson learned the hard way.

    any advice is greatly appreciated!

    Thank you!

  • #2
    Re: Concealing documents from directors

    I wish to inform you that the provisions of the new company law ratified by the Serbian parliament and in effect from February 01, 2012 will have jurisdiction in this matter. You may serve a written notice to the other director in the matter. You may also take up the matter of oppression of minority share holder rights. If the matter is not resolved then you may file a lawsuit. The burden of proof in the court will be on you to show that wrong has been done to you. You may show any documentary evidence you including telephone logs, email correspondence, text messages, etc. The court will consider all the facts and decide the matter.

    AFF

    Comment


    • #3
      Re: Concealing documents from directors

      Originally posted by AFFA View Post
      I wish to inform you that the provisions of the new company law ratified by the Serbian parliament and in effect from February 01, 2012 will have jurisdiction in this matter. You may serve a written notice to the other director in the matter. You may also take up the matter of oppression of minority share holder rights. If the matter is not resolved then you may file a lawsuit. The burden of proof in the court will be on you to show that wrong has been done to you. You may show any documentary evidence you including telephone logs, email correspondence, text messages, etc. The court will consider all the facts and decide the matter.

      AFF
      Thanks for reply, i am seated in serbia company is in hong kong.

      Comment


      • #4
        Re: Concealing documents from directors

        is there any advice about the best course of action?
        Thank you!

        Comment

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