Company Problems

sci0x

Ok recently my friends and I setup a business. It started off with 7 but laziness and boredom kicked in throught the months and now we are left with three. We are the three who own the business. Now in the past few weeks one of the directors has become on of the biggest pricks ever! We recently had a fight with him (long story) and then he trys to act as if we should 4get bout the whole thing. Now he comes on the net every night sending these stupid, noncense, suck-up e-mails (example: Im afraid im suing u for falsity of credit card credentials (writing boepple instead of bopple) ill have the cia out there in no time :P) Now this e-mail was sent by a 17 year old guy who is director of a company as we were trying to discuss important business issues. He is an immature, over confident, immature child with no sense of humour and we are wondering is there a cure? Also he is taking little or no more interest in the business anymore. As we are discussing the future of the business god only knows where he is. The problem is he isn't that easy to get rid of. He is also a director and also the accountant. We fear he is cheating us out of our money as his account has substantially more money in it then ours and we split the money by 3! Any ideas on how we can get rid of him or any ideas on how we can make him change? We prefer the getting rid of option

Gordon

Have you sat down with him and talked about this. In a professional meeting?

I think Business/Economy would be better off with this as they know muchly of the wayse of ye coinage and brokerfications and ye legalities methinkse.

jammy_dodger

WTF !!!

Now this e-mail was sent by a 17 year old guy who is director of a company

Is this company legitimate???

If a 17yr old is running the show, id leave.

Webmonkey

We all 17

sci0x

yeah three of us setup the business. We are all 17. It has become an extreme sucess too so dont underestimate a teenager!

jd

3 questions first
1) how much has the company spent in the last year
2) what are the revenues for the same period
3) does it have a product (talking about it doesnt count)

Webmonkey

Originally posted by jd
3 questions first
1) how much has the company spent in the last year
2) what are the revenues for the same period
3) does it have a product (talking about it doesnt count)

1 - Around €4000
2 - €11,000
3 - Online Advertising

WhiteWashMan

i guess your lesson this time round is be very careful about who your buiness parters are.

jammy_dodger

Best advice is go talk to your parents, im not trying to be patronizeing, but as your all 17. In the eyes of the law your children, And i don't think any of you could of signed a legally binding contract. So you could probably kick him from the group, although i know its diminishing in size. But you can't have a jacka$$ fecking up your business

It has become an extreme sucess too so dont underestimate a teenager!

i congradulate you on your sucess, but come on, You'd never hear Easons haveing trouble over

a 17 year old guy who is director of a company as we were trying to discuss important business issues. He is an immature, over confident, immature child with no sense of humour

Maybe its time to pack it in. You've had a good run. Maybe sell off the business. I don't know, i never been much of a businessman.

But good luck to you's.

LoneGunM@n

In the thread name you mention that it is a company.

AFAIK, to be a director of a company, you must be 18 years old!!

That aside, you can always remove him as a director of the company.

LoneGunM@n

Under Section 182 Companies Act, 1963

The members of the company are empowered to dismiss or remove a director by passing an ordinary resolution (i.e. by simple majority). Where a director is appointed for life by the memorandum and articles of association, such a director can only be removed if the correct procedure for the alteration of the memorandum or articles is followed.

Where a resolution to remove a director is proposed, 28 days notice must be given to the company and to the director concerned, unless the articles of association provide otherwise. Members must be notified of all written (non-defamatory) representations in relation to the proposed resolution, and the director may require that the representations be read at the meeting and that he or she be afforded an opportunity to speak on the resolution at the meetong. A director who is removed cannot be deprived of compensation and damages to which he is entitled, for example, under a contract of employment.

# all the above taken from Office of the Director of Corporate Enforcement's Information Book 2 - Company Directors

dod

Depending on the makeup of the company it is possible to remove a director in one of two ways that I am aware of:

The simple way: by a board resolution agreed by a majority of the other directors. The constitution of the company must allow for this option to be exercised (check the articles). The subject of the vote is removed from his directorship by a simple majority vote of the other directors. Sufficient compensation for loss of office etc. must be made and the resolution could be ultimately contested by the removed director using a high court injunction which would result in your having to retain him on full remuneration until a full high court hearing was possible. In the interim (until a full hearing) it is unlikely that you would have to permit him access to the premises or to consult with him as a director for the ongoing functioning of the business unless the injunction stipulated otherwise.

The more difficult way: You must show some fraud, incompetence, a breach of trust, having misled the other directors, having acted against the best interests of the company, or that the company can no longer function responsibly with him as director. This path will result in huge difficulties and expense because it ultimately will result in a showdown between the director to be removed and the other directors. Under employment law you must identify the problems which he is causing to him and give him a reasonable opportunity to address these issues and improve his performance. If the issues which caused the difficulty are rectified, then he must be allowed to continue in office as before. If not, he is removed from office on the back of having been given a warning and of not having addressed the problems, as with a standard employee contract. This approach is fraught with difficulty as your assessment of his conduct is neccessarily subjective, it could result in claims for damages against individual directors and against the company, and ultimately the company may cease to function as an entity whilst the showdown is played out.

Ideally, by having a discreet discussion of the problem with the individual concerned, if there is no way out other than to have him removed from his office, he should be made to see that the best option for himself is to resign his office. This is the most painless, fastest, least expensive and least confrontational option for the company. Any other option could result in a small company effectively ceasing to function as a business entity.

It is important before you go down the route of seeking to remove this individual that you read up on your legal responsibilities as directors under company law as you could quickly find yourselves individually and as a corporate entity in breach of company law requirements. I would advise that you approach this whole nest of worms very carefully as it has the potential to quickly become extremely expensive and to effectively bankrupt the company as an entity and potentially bankrupt the directors personally.

MojoMaker

Originally posted by denis_o_leary
Ok recently my friends and I setup a business. It started off with 7 but laziness and boredom kicked in throught the months and now we are left with three. We are the three who own the business. Now in the past few weeks one of the directors has become on of the biggest pricks ever! We recently had a fight with him (long story) and then he trys to act as if we should 4get bout the whole thing. Now he comes on the net every night sending these stupid, noncense, suck-up e-mails (example: Im afraid im suing u for falsity of credit card credentials (writing boepple instead of bopple) ill have the cia out there in no time :P) Now this e-mail was sent by a 17 year old guy who is director of a company as we were trying to discuss important business issues. He is an immature, over confident, immature child with no sense of humour and we are wondering is there a cure? Also he is taking little or no more interest in the business anymore. As we are discussing the future of the business god only knows where he is. The problem is he isn't that easy to get rid of. He is also a director and also the accountant. We fear he is cheating us out of our money as his account has substantially more money in it then ours and we split the money by 3! Any ideas on how we can get rid of him or any ideas on how we can make him change? We prefer the getting rid of option

This is a pi$$ take you twats.

sci0x

Originally posted by MojoMaker
This is a pi$$ take you twats.

This is dead serious. If your not going to post something constructive to help us then don't bother replying! Also the business is registered with the company registration office in Dublin.

Also Dod thanks a million for your more the helpful reply. Your advice has come in very uselful in the action we must make about the individual. Thanks again for your advice.

Webmonkey

Originally posted by MojoMaker
This is a pi$$ take you twats.

Listen m8 get out of here if you havn't anyting better 2 say

LoneGunM@n

I feel so neglected :rolleyes:

Only taking the p1ss lads .... I hope you get the whole thing sorted out, because the other party could seriously damage your business!!