Has anyone else had company owners try to cancel shares?

[Lastgig]

Just had a massive shock that the company I work for has been sold without informing any of the minority shareholders.
Two of the founders have been trying to get shares cancelled that others owned (not possible in my experience).
It seems a massive fraud.

What rights are attached to your shares - ie voting, dividends, capital?

They were all issued as class A. All of the above.

It’s not necessarily fraud- that depends on your shareholder agreements and the percentage shareholding. On the other hand, it’s quite possible there has been a sale and you are due a share of the proceeds. It would be worth taking your documents to a corporate lawyer.

have you checked Companies House for the status of the company?

I’m a minority shareholder in a company. The shareholders agreement is written so that the two major shareholders do not need the agreement of us to do things like sell the company. It’s called a tag along and drag along clause

if they wished to take my shares from me there would be provision for that too but I’d have to be paid off as such.

you need to see the shareholders agreement.

@Cazziebo we are seeing a specialist lawyer this week.

@Comefromaway the agreement allows for a sale but there are quite a few shareholders without certificates. Contracts yes.

Not having the share certificates might not be a problem if the individuals have other proof of the share award and it was properly executed. Are they named on the confirmation statement lodged at Companies House? These are online and can be viewed by anyone.

glad you’re taking expert advice.

No is the short answer. The founders have been fobbing everyone off re the updates to conpanies house. That's how we uncovered a Web of malpractice.

Conformation statements are generally a year behind. Ours is due 17th December. But I have copies of the share agreement. And there are only two minority shareholders so it's a lot simpler.

Glad you are taking proper legal advice.

Even if the company has been sold, you may still own your own shares in the company. It could just be that the majority shareholders have sold their shares.

There should be SH01 forms though between confirmation statements.

The company hasnt been updating correctly.
Ive spoken with a number of small shareholders and it looks they were ofered to freelancers in lieu of wages.
The paperwork is not registered and the owners avoiding everyone.

SH01 forms aren't submitted to Companies House, so they won't show there. It really is only the annual confirmation statement where shareholder details are updated.

The annual confirmation statement is wrong for two years running and this year is missing.
It transpires the owners have moved all current business to a new company. This means there are few funds in the original business and nothing for shareholder dividends.
Everyone awarded shares have been ghosted or terminated. Most were high level contractors who took a low salary and shares in lieu of their normal rates.

Sadly there are rogue directors who act exclusively in their own interests in breach of directors duties. If there is no shareholders agreement and no money to pay lawyers you may well have lost out. Would this be classified as fraud? A criminal offence?

@topcat2014 i think it is fraud.
If you engage someone in employment actives ior services that you have no intention of paying for its fraud (fraud axt 2016). A bit like hiring a plumber you have no intention of paying. Same applies to the PR company, salespeople and web designer.
At least three people didnt get their invoices paid and certificates given. They were then ignored or accused of poor work to the point of personal threats.

So they paid in share certificates without prior agreement? This sounds like some weird tech bro disruptor stuff where people think normal laws for mortals don't apply!