Form and fees for a court order under companies act

[mondeoman]

I've run out of Google foo and can't find the simple answer.

Under the companies act 2006, we want to force the directors to hold an agm, as they are ignoring every other request, even though they shouldn't.

What form do I need and what's the fee?

Thanks, frustrated in Walsall.

[Burwood]

mondeoman said:

I've run out of Google foo and can't find the simple answer.

Under the companies act 2006, we want to force the directors to hold an agm, as they are ignoring every other request, even though they shouldn't.

What form do I need and what's the fee?

Thanks, frustrated in Walsall.

You don't 'force' them. You as a shareholder or group controlling 5%+ . It's Section 305 of 2006 Act

https://www.legislation.gov.uk/ukpga/2006/46/secti...

Sec 305 is used in cases where Directors fail to call general meetings under SEC 304

There is no prescriptive form-you can buy a template for a few £ online. Failing that Sec 306 is the Courts dealing with it (forcing)

Edited by Burwood on Thursday 1st April 18:53

[mondeoman]

I know that 👍

We are well over the 5% required and we've written to the directors as per the act (21 days to set it up, date to be within 28 days of notification etc...)

So we're left with section 306 as the remaing option.

I can draft the wording of the order, but submitting that to the court requires a form - which one? , and a fee - how much?

[Burwood]

mondeoman said:

I know that ??

We are well over the 5% required and we've written to the directors as per the act (21 days to set it up, date to be within 28 days of notification etc...)

So we're left with section 306 as the remaing option.

I can draft the wording of the order, but submitting that to the court requires a form - which one? , and a fee - how much?

If directors haven’t called a meeting, shareholders have requested one, yes.

[mondeoman]

Yep, written to directors as per the Act, they've ignored the request - didn't respond at all The letters were sent recorded, we know they got them.

So we either organise it ourselves, and they'll just ignore anything we do/vote on, or we ask the courts to order them to arrange it.

Very frustrating, but these individuals have a history of ignoring the law and contracts.

[Burwood]

If you can achieve >50% shareholder votes (see company articles) you could sack them.

[mondeoman]

Burwood said:

If you can achieve >50% shareholder votes (see company articles) you could sack them.

We're trying to do that via the AGM.

I fking hate Persimmon

[anonymous-user]

To enforce directors' duties, you would need to issue a Claim Form under Part 8 of the Civil Procedure Rules, read with Part 49 and the Practice Direction thereto. The usual fee for issuing a non money claim is £528, but the fee for an application for an order under the Companies Act is £280.

See the foot of page 6 and then page 10 in the document below.

https://assets.publishing.service.gov.uk/governmen...

For guidance on companies litigation, see pages 111 and 114 of the Chancery Guide.

https://assets.publishing.service.gov.uk/governmen...

Companies litigation is quite a specialised thing, so it may be worth you obtaining legal advice.

[mondeoman]

Thank you!

[mondeoman]

and so it goes on....

Field all the paperwork with the court, they sent it to the Defendants, now there is a solicitor involved who wants to delay things for another 14 days while they sort out their written evidence.

They've had almost 90 days to get their st together, so we're saying no .

However, they are threatening to apply for an extension of time for a further 14 days (deadline is 14 days from date of service, which was 27th May, so they have to submit acknowledgement of service by Thursday 10th June).
Question is, if they make the application without our support, do we get an opportunity to make a representation to the court in response, stating why we don't think an extension should be allowed?

I cant find anything that states that we get notified...

[Oilchange]

If the directors know they're fked, they might be applying for extensions so they can 'move the money away to safety' ... possibly

[mondeoman]

Oilchange said:

If the directors know they're fked, they might be applying for extensions so they can 'move the money away to safety' ... possibly

The only reason can be is that they are "up to something nefarious"

[mondeoman]

And..... away we go. Remember that this is a Part 8 Claim and subject to some very short timescales..

We filed the claim on 24th May 2021.
It was deemed served on the defendant on 27th May 2021.

The Defendant had until 10th June 2021 to respond (having previously failed to any other correspondence, including recorded delivery letters).
The court document stated that the file would be referred to a Judge for disposal of the claim 14 days after the expiry of the time for filing the Acknowledgement of Service ie we would either get further directions or a judgement by 24th June 2021

On 3rd June the Defendants Solicitors got in touch asking for an extension of time for filing the Acknowledgement of Service - we refused as they had already had three months from receiving our first recorded delivery letter in March 2021 to get their act together. The solicitors claimed to be acting for the Defendants employer (!) so there was some back and forth about who they were actually representing. They gave no reason for us to allow them an extension - they couldn't even give a bad reason, they just gave no reason at all.

We refused to allow an extension and carried on refusing each time they asked. On 9th June they applied to the court for an extension of time, including all correspondence. There was no response from the court.

On 10th June, the defendants solicitors filed an Acknowledgement of Service with the court - with no other written evidence. We received email copy.

The Court has served no ruling on the defendants application for an extension, so as far as we are aware and concerned, the defendants cannot rely on any of their written evidence should this proceed to a hearing (Rule 8.6.1) as it was not filed with their Acknowledgement of Service within the required 14 day window. (Rule 8.5.3)
(https://www.justice.gov.uk/courts/procedure-rules/civil/rules/part08#8.3)

On 24th June the defendants solicitors sent us their witness statement, statement of truth and evidence pack. As far as we are aware this was NOT filed at the court, simply emailed to us. This is in contravention of Rule 8.5.3 as far as we can tell.

Yesterday, 17th July, we got a letter from the Court stating that the Defendants had filed an Acknowledgement of Service on 1st July and that they intended to contest the claim.

My questions are

(1) how can this be allowed to happen - surely defendants and courts are required to abide by their own rules and stick to the prescribed time scales or it makes a mockery of the whole process. Timings are quite clear in the Rules for a Part 8 Claim
(2) what push-back can we give to the court to move this forward quickly and get their evidence negated
(3) what timescale do we now have (!) to provide further written evidence rubbishing their witness statement and evidence pack (and it is rubbish and lies).

Answers on a postcard.....