Need advice on company law related matter
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Hi all,
I need some advice for a matter in relation to my dad's company.
It was begun as a normal business but it was subsequently restructured as a pte ltd in 2007. However, it seems to me that my father was not informed of the share distribution changes made by one of my uncles. Prior to the restructuring, there was equal sharing throughout. But from my last check, apparently the shareholding breakdown is now 55%:15%:15%:15%.
From what I gathered from my father, who was the main contributor of the share capital that started off the company, he and his brothers are supposed to hold equal shares in the business, i.e. 25% each. And as of today, he had not believed, or agreed to, or was informed of any changes to this matter.
I had only been asked by my father recently to go through documents of the company. In opinion, i feared my father and his 2 other siblings are somehow "cheated" of their share holdings in the company. I am not sure if they had signed anything in the past that gave authorization to the change.
Can I ask from the fellow chatters here who are well versed in company law the following questions?
1) If there was no resolution, or notification of change, or any form of written authorization for this share holding changes, can my uncle somehow legally increase his share capital during the so called restructuring of the company WITHOUT informing the rest of the brothers?
2) If my dad and the other 2 siblings did sign some form of authorization, but at the point of signing, they were somehow misled into misunderstanding the documents that they were signing, can the shareholding change be rescinded?
3) Can my dad argue on the ground that he was not informed of anything by the company since three years back? He is a non-active director of the company and so is another of the sibling, the other 2 siblings are actively running the business. In fact, as per my checking with my dad, the company did not call for any AGM since 2007 (but still went ahead to file their accounts with ROC/ACRA anyway) and he was denied of getting the company accounts until recently when I pressurized my uncle.
Please advise,
Thanks!
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Unless it is a limited company, which is a public concern then the shareholders have to declare everything in a proper manner as per corporate laws, have board of directors meeting/AGM and also and independent directors to sit on it, but since it is a privatised company, there is no obligation for the laws to interfere. Furthermore, your case is a family business, same as Yeo's Yap Seng and the scott brothers cases, who takes their family cases to civil court to dry their dirty laundry. Like it or not, you have to get your own lawyers to sue your uncle, but first and foremost, there must be evidences and documentations to prove your father's share.
A privatised company do not need to seek approval for transfer of share provided that 3 out of 5 shareholders agreed or voted. You Uncles is not a stupid person, he runs the company and your father and another sibling takes the profit, where got so nice one, sure he will get advises from his lawyer hold a secret board meeting, get the vote of confident, and that is it.
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You sound like a law student.
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Not calling any AGM is not a problem if all the members passed a resolution to dispense with the AGM.
Filing accounts late (4-5 years) with ACRA is also not a problem, the most you pay fine.
1) Suggest you do your homework yourself.
2) If it's really a cause of fraud, you should be speaking to a lawyer, not folks in a chatroom.
3) You shouldn't believe everything you see on the internet.
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May I know where can I find a sample detailed copy of the partnership agreement of a limited liability partnership (ie a LLP) in Singapore and a sample detailed copy of the articles of association and memorandum of a private limited company in Singapore ?
Thanks.
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Originally posted by βÎτά:
ACRA is for the registration of the Limited Liability Partnership and Private Limited Company. There are no sample detailed copy of the partnership agreement of a limited liability partnership (ie a LLP) and a sample detailed copy of the articles of association and memorandum of a private limited company in the ACRA website.
Thanks anyway.
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Originally posted by Lee012lee:
ACRA is for the registration of the Limited Liability Partnership and Private Limited Company. There are no sample detailed copy of the partnership agreement of a limited liability partnership (ie a LLP) and a sample detailed copy of the articles of association and memorandum of a private limited company in the ACRA website.
Thanks anyway.
ok
http://www.acra.gov.sg/NR/rdonlyres/5ABB7C9E-5182-4B18-97D7-BBEB67665316/14481/SampleStandardMAA.pdf
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Originally posted by βÎτά:
ok
http://www.acra.gov.sg/NR/rdonlyres/5ABB7C9E-5182-4B18-97D7-BBEB67665316/14481/SampleStandardMAA.pdf
Thanks for the 1st url link to a sample M&A of a private limited company.The 2nd url link is not a sample of the LLP agreement ie it is a sample of the business profile of a limited liability partnership.
Thanks for the help.
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LLP agreement?
Trick question?
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y is there lllp. i tot its pte ltd. anyway i think llp is more than situable for a nomal business, compared to a pte ltd.
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I suggest u google: corporate governance, the answers might be there...to my understanding, the major shareholder gets the final call (eg. holds 51%). Also if 3 out of 4 voted against ur father, then it is possible ur uncle can do the restructuring.
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Originally posted by βÎτά:
LLP agreement?
Trick question?
LLP agreement is similar to the Partnership Agreement.
A limited liability partnership agreement will specify the terms, conditions, duties, obligations and liabilities of the partners. In cases of disputes, the LLP agreement will be legally binding.
LLP or limited liability partnership is a new form of business ownership in Singapore. Please go to ACRA web ie www.acra.gov.sg to see the pros and cons of LLP.
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Originally posted by βÎτά:
You sound like a law student.
dun play play hor, me master of all trade, mary of done -
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i thought agm is a must thing?
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Engage a external auditor to check all the accounts.
Had a private meeting with all your uncles about the distribution of shares.
Last resort, civil court (hope it wont).
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Originally posted by TooFree:
i thought agm is a must thing?
not really, unless the company is public listed, otherwise its up to the directors discretion, and for those SMEs or sole proprietor, what is agm? -
Originally posted by likeyou:
Engage a external auditor to check all the accounts.
Had a private meeting with all your uncles about the distribution of shares.
Last resort, civil court (hope it wont).
if civil court cannot settle, go to subordinate court, and if it still cannot work it out, appeal to arbitration court, follow by high court..and so on. Just dun go to the Court selling furniture and electronic goods will do. -
Originally posted by angel7030:
if civil court cannot settle, go to subordinate court, and if it still cannot work it out, appeal to arbitration court, follow by high court..and so on. Just dun go to the Court selling furniture and electronic goods will do.
food court can or notits only 11.15 but i already very hungry leh
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good luck with you !~!~
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Originally posted by PedoBear:
food court can or notits only 11.15 but i already very hungry leh
u fat bear, go to badminton or tennis Court first before you end up in food court