Wrongful removal of company director

appletara

Apologies for being a bit vague trying to protect the parties involved. My friend was director of a company with two other directors. Long story short, bit of in fighting going on between friend and the other two, no big deal but friend kept working away just bad atmosphere in office etc. Friend then gets a phonecall from another employee (the other two don't know about this) and is told that she has actually been removed as a director, sure enough we check CRO and turns out she was removed as a director three months ago. She's in shock, still a minority shareholder and immediately of course went to the other two, they said it wasn't a big deal happens all the time and just won't speak to her anymore, literally won't talk to her, answer her emails etc, just said well you're not happy so better off to just leave, we don't need your services anymore. So, friend takes it that she has been 'fired' as such and hasn't been to work since, wages were stopped immediately and now she has no access to office and as I said they won't answer any communications from her. Stupid to have just left I know but the stress and the issues and then finally removal as director just pushed her over the edge for a while. There was absolutely no notification of termination of directorship whatsoever. She has finally told me what's been going on so I want to put her on the right path with a solicitor, has anyone any advice on what she should do next? I think and I could be wrong that as she was executive director she was employee i.e getting a wage? therefore could she go down wrong dismissal route? . Also, I rang CRO and the woman there said that she didn't know what a person should do if wrongfully dismissed as a director - she said it's the companies business how to handle it??

duffysfarm

The woman in the CRO was correct, nothing to do with them, even though it may seem unusual. to me there is a slight grey area in the CRO where some one can be removed as a director without there knowledge whereas they have to sign a b10 to be appointed. i came accross a case where some one was removed without their knowledged and they had to go to court to get reinstated and it cost over €10k to get this done.
first step is to look at the memo and arts or company constitution. this should show how a director is removed. i would be surprised if there didnt have to ber some kind of board meeting to remove her.
i think to get this resolved yo uneed professional help and this is going to cost money.
i dont think that your bog standard solicitor would be abel to deal with this. they will tell you they can, reasearch the subject, charge you a bomb and you are not gauranteed anything.

what is her shareholding in the company and was there a sharehoders agreement?

pedroeibar1

appletara wrote: »

........... so I want to put her on the right path with a solicitor, has anyone any advice on what she should do next?

Actually it is the solicitor's job to put her on the right path. She takes what paperwork she has on her appointment e.g.. employment contract, copy Memo and Arts, and Shareholders' Agmt (if they exist), copy corres/emails, etc, meets with her solicitor and takes that advice. End of. There is no point in discussing options available (e.g. oppression of a minoroty shareholder, or wrongful dismissal). Your sole role is to hold her hand and give comfort, not to give legal advice.