redundancy - "director" issue?
Discussion
My wife works in a place that has now been told it has to close. Some of the staff are tupe-ing across to the new place, she (deputy mgr) and the boss are surplus to requirements.
All good, she is a bit sad but has worked fine.
She is also on the board of directors. Voluntary position, has wanted to resign for a while but has not been suitable to do so.
The board of directors think she has signed a contract that she shouldn't have. She did sign, but the meeting (the night before) said it was a win/win situation. The minutes, though, say that it "should be looked into". The minutes bear little to the actual meeting!
It looks like they want her to pay the couple of thousand to get her off the contract. Personally, I would pay it, but it is not very nice the way they have demanded it.
Is there anything she can do - as a director? Is it a case of getting a lawyer on her side?
All good, she is a bit sad but has worked fine.
She is also on the board of directors. Voluntary position, has wanted to resign for a while but has not been suitable to do so.
The board of directors think she has signed a contract that she shouldn't have. She did sign, but the meeting (the night before) said it was a win/win situation. The minutes, though, say that it "should be looked into". The minutes bear little to the actual meeting!
It looks like they want her to pay the couple of thousand to get her off the contract. Personally, I would pay it, but it is not very nice the way they have demanded it.
Is there anything she can do - as a director? Is it a case of getting a lawyer on her side?
aclivity said:
HughG said:
Were the minutes agreed at the following meeting?
No - well they may have done, but she missed it as they had told her to go (redundancy) so didn't feel like going!She needs to look at that later set of minutes.
aclivity said:
My wife works in a place that has now been told it has to close. Some of the staff are tupe-ing across to the new place, she (deputy mgr) and the boss are surplus to requirements.
All good, she is a bit sad but has worked fine.
She is also on the board of directors. Voluntary position, has wanted to resign for a while but has not been suitable to do so.
The board of directors think she has signed a contract that she shouldn't have. She did sign, but the meeting (the night before) said it was a win/win situation. The minutes, though, say that it "should be looked into". The minutes bear little to the actual meeting!
It looks like they want her to pay the couple of thousand to get her off the contract. Personally, I would pay it, but it is not very nice the way they have demanded it.
Is there anything she can do - as a director? Is it a case of getting a lawyer on her side?
Why do they want her to pay to remove herself from a voluntary position?All good, she is a bit sad but has worked fine.
She is also on the board of directors. Voluntary position, has wanted to resign for a while but has not been suitable to do so.
The board of directors think she has signed a contract that she shouldn't have. She did sign, but the meeting (the night before) said it was a win/win situation. The minutes, though, say that it "should be looked into". The minutes bear little to the actual meeting!
It looks like they want her to pay the couple of thousand to get her off the contract. Personally, I would pay it, but it is not very nice the way they have demanded it.
Is there anything she can do - as a director? Is it a case of getting a lawyer on her side?
aclivity said:
My wife works in a place that has now been told it has to close. Some of the staff are tupe-ing across to the new place, she (deputy mgr) and the boss are surplus to requirements.
All good, she is a bit sad but has worked fine.
She is also on the board of directors. Voluntary position, has wanted to resign for a while but has not been suitable to do so.
The board of directors think she has signed a contract that she shouldn't have. She did sign, but the meeting (the night before) said it was a win/win situation. The minutes, though, say that it "should be looked into". The minutes bear little to the actual meeting!
It looks like they want her to pay the couple of thousand to get her off the contract. Personally, I would pay it, but it is not very nice the way they have demanded it.
Is there anything she can do - as a director? Is it a case of getting a lawyer on her side?
I'm very confused.All good, she is a bit sad but has worked fine.
She is also on the board of directors. Voluntary position, has wanted to resign for a while but has not been suitable to do so.
The board of directors think she has signed a contract that she shouldn't have. She did sign, but the meeting (the night before) said it was a win/win situation. The minutes, though, say that it "should be looked into". The minutes bear little to the actual meeting!
It looks like they want her to pay the couple of thousand to get her off the contract. Personally, I would pay it, but it is not very nice the way they have demanded it.
Is there anything she can do - as a director? Is it a case of getting a lawyer on her side?
So she's an Employee AND a Director but the two roles are separate and distinct?
And she's being asked to pay to give up her directorship? I'm not sure why but normally it's a nominal amount, like £1. That's the whole point of Ltd Companies.
Also what contract has she signed???? An employment ccontract?
Countdown said:
I'm very confused.
So she's an Employee AND a Director but the two roles are separate and distinct?
And she's being asked to pay to give up her directorship? I'm not sure why but normally it's a nominal amount, like £1. That's the whole point of Ltd Companies.
Yes!So she's an Employee AND a Director but the two roles are separate and distinct?
And she's being asked to pay to give up her directorship? I'm not sure why but normally it's a nominal amount, like £1. That's the whole point of Ltd Companies.
I would like to pay the lot, tbh. Just to get rid of them!
Right, so:
- She's a director, being made redundant (but not yet?)
- She signed a commercial contract on behalf of the company which the board claims it didn't authorise
- They are leaning on her to pay the cancellation clause for that contract
Sounds like she needs specialist advice - as she may end up with liabilities to the company
No idea whether liabilities persist after you are removed as a director though.
Hope she keeps all the paperwork (board minutes etc)
- She's a director, being made redundant (but not yet?)
- She signed a commercial contract on behalf of the company which the board claims it didn't authorise
- They are leaning on her to pay the cancellation clause for that contract
Sounds like she needs specialist advice - as she may end up with liabilities to the company
No idea whether liabilities persist after you are removed as a director though.
Hope she keeps all the paperwork (board minutes etc)
Edited by essayer on Wednesday 9th August 13:49
aclivity said:
Yes!
I would like to pay the lot, tbh. Just to get rid of them!
I suggest you take a pause, and calmly document the situation. Bullet points help.I would like to pay the lot, tbh. Just to get rid of them!
- X was hired on 1/1/16 to perform ABC
- X was asked to be on the BoD from 1/1/17
- X was to be paid £xxx
- These contracts exist: A/B/C
Would help us advise.
Vaud said:
aclivity said:
Yes!
I would like to pay the lot, tbh. Just to get rid of them!
I suggest you take a pause, and calmly document the situation. Bullet points help.I would like to pay the lot, tbh. Just to get rid of them!
- X was hired on 1/1/16 to perform ABC
- X was asked to be on the BoD from 1/1/17
- X was to be paid £xxx
- These contracts exist: A/B/C
Would help us advise.
essayer said:
Right, so:
- She's a director, being made redundant (but not yet?)
- She signed a commercial contract on behalf of the company which the board claims it didn't authorise
- They are leaning on her to pay the cancellation clause for that contract
Sounds like she needs specialist advice - as she may end up with liabilities to the company
No idea whether liabilities persist after you are removed as a director though.
Hope she keeps all the paperwork (board minutes etc)
Ok. If that's the case - - She's a director, being made redundant (but not yet?)
- She signed a commercial contract on behalf of the company which the board claims it didn't authorise
- They are leaning on her to pay the cancellation clause for that contract
Sounds like she needs specialist advice - as she may end up with liabilities to the company
No idea whether liabilities persist after you are removed as a director though.
Hope she keeps all the paperwork (board minutes etc)
Edited by essayer on Wednesday 9th August 13:49
She's not personally liable. The Board, as a whole, is.
She can pay if she wants to but if she acted in good faith I don't see why she should.
I'd suggest she resigns. The other party to the Contract can sue the company for breach of contract if they wish, and the Board, or their insurers can pay.
P.s. There are certain circumstances where Zhou can be held personally liable when you're a Director. Based on what OP has said, this doesn't seem to be one of those cases. Directors sign stuff all day, every day. It does NOT make them personally liable for penalty clauses .
Terminology time: A solicitor is a sub set of the larger set "lawyer". In the UK, there are five different types of lawyer: solicitor, barrister, legal executive, patent attorney, and notary.
NB: for this gig you need a solicitor or a barrister and one that is suitably experienced - not a general high street type of either.
NB: for this gig you need a solicitor or a barrister and one that is suitably experienced - not a general high street type of either.
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