WA Nomination of directors PTY

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Monkey

Active Member
4 November 2017
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Hello,

I am the sole director of a PTY owned by a foreign company at 100% (shareholders).
Shareholders have suddenly (by email and without showing any evidence of whatsoever process followed or resolutions) nominated themselves along me as directors of this PTY.
My company constitution suggests that an EGM must be called and notice of 28days given. (Exact terminology present in company constitution is "may", which might open a door I believe).

Shareholders have acted that way to take immediate control of the company and issue warning letters to employees including myself.
Is that legit??
 

Rob Legat - SBPL

Lawyer
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16 February 2017
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Gold Coast, Queensland
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The appointment of new directors is likely to be legitimate. It's the shareholders that appoint the board. The shareholders can dispense with the notice period if they all agree, and an extraordinary general meeting is a meeting of the shareholders. The directors do not have to attend for the meeting to be valid, and they don't have voting rights unless they are also a shareholder.

The warning letters are likely to be something completely different.
 

Monkey

Active Member
4 November 2017
6
0
31
The appointment of new directors is likely to be legitimate. It's the shareholders that appoint the board. The shareholders can dispense with the notice period if they all agree, and an extraordinary general meeting is a meeting of the shareholders. The directors do not have to attend for the meeting to be valid, and they don't have voting rights unless they are also a shareholder.

The warning letters are likely to be something completely different.


Is it still legitimate if i have requested documents/evidence showing their directorship and never received them?
It becomes highly problematic to wether they can engage expenses without my consent while I am still the only director resident registered?
 

Rob Legat - SBPL

Lawyer
LawConnect (LawTap) Verified
16 February 2017
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514
2,894
Gold Coast, Queensland
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Just because you haven't seen them does not make it legitimate. However, all directorships must be notified to ASIC, foreign or domestic.
 

Clancy

Well-Known Member
6 April 2016
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This year we just closed our WA branch because the economy there is DEAD! The reports in the news do not do it justice how bad it really is there.... Would this happen to have anything to do with the trouble?