Corporate Advisory and Secretarial Services

Companies, boards, board committees, trustees, individual officers and directors often have to navigate through a range of complex governance rules setting out processes, practices and systems by which companies or a trust are directed and controlled. It is ultimately the responsibilities of a director to set out the company’s strategies, supervise the management and operation of the company and to report to the shareholders.

Our Corporate Team ensures our clients are aware of and fully understand their most critical governance, fiduciary duties, disclosures, regulatory and enforcement matters.

Our specific areas of focus include:

Bespoke articles of association

Advice on all aspects of the Companies Act and Partnership Act, Trust laws and regulations

Secretarial supports, including preparing and maintaining the company’s statutory books and attend to all relevant periodical filings at the Companies House

What We Do

With over 20 years’ experience in corporate sector in Northern Ireland market, MKB Law offer specialist and strategic advice tailored to our client specific needs. Our approach is to provide unambiguous advice and clear communication to our clients to ensure a seamless operation with an effective risk management. We have invested in technology solutions to enhance the way we do business. We take care of the mundane everyday legal work so our clients can focus their energy on running their business. We pride ourselves on being an integral part of our clients’ successful operation.

A minority shareholder in a company would not influence its decision-making process. Minority shareholders owning less than 50% of shares cannot block any ordinary resolutions in the company. Shareholders with less than 25% of shares will also not be able to block special resolutions.

There are however a number of ways that a minority shareholder can do to protect their interests, such:

  • a claim that they have been unfairly prejudicial by way the affairs of the company are being conducted
  • a derivative claim under the CA 2006
  • petition the court for a winding up of a company under the insolvency legislation on the basis that it is just and equitable that the company is wound up
  • a claim against a director in their personal capacity, rather than as a director, where there are grounds to do so

Contractual agreement can also contain additional mechanism aiming at protecting minority shareholders, such as, having a reserved matter list where important decisions are decided at unanimity or higher decision threshold, tag along provisions where a minority shareholder can take part in a sale of shares by majority shareholders to a third party.

A director may be removed by an ordinary resolution of shareholders before expiration of their office, if term is specified, and notwithstanding any agreement made between the director and the company. A special notice of 28 clear days of the proposed resolution to remove a director is required to be given to the company. The director concerned is entitled to be heard at the meeting where the proposed resolution is to be considered and approved.

The above procedure is in addition to any contractual obligations the company or shareholder (whom the director represents on the board of directors) may have under any agreement made between the company and the director.

There are certain fundamental duties imposed upon trustees and each of such duties cannot be expressly excluded or limited under a trust instrument. These are:

Statutory Duty of Care: trustees have duty of care when performing certain transactions. The statutory duty of care requires that trustees apply such care and skill as is reasonable in the circumstances, having regarding in particular: (a) to any special knowledge or experience that he has or holds himself out as having; and (b) if he acts as trustee in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession. In addition to the statutory duty care, when managing the affairs of the trust in general, under common law, trustees are required to take all those precautions which an ordinary prudent man of business would take in managing similar affairs of his own.

Duty to Seek Advice: before exercising any power of investment, trustees are required under the law to obtain and consider proper advice about: (1) the way in which, having regard to the standard investment criteria, the power should be exercised; or (2) about whether, having regard to the standard investment criteria, the investments should be varied.

Duty to Review: trustee must from time to time review the investments of the trust and consider whether, having regard to the standard investment criteria, they should be varied.

Director’s legal duties are enshrined in the Companies Act 2006. Other than legal duties, directors owe various fiduciary duties which have been established by the courts under the common law and equitable principles, which include fiduciary duties of good faith and loyalty, common law duty of skill and care, and the equitable duty of confidence.

Consequences of breach of directors’ duties include among other things:

  • damages or compensation where the company has suffered loss
  • restoration of the company’s property
  • account for profits made by the director
  • rescission of a contract

In addition, the director may:

  • owe contractual duties to the company to the extent that there is a service agreement/contract in place
  • may face disqualification proceedings under the Company Directors Disqualification Act 1986 depending on the particular facts and circumstances
  • may incur liability under the wrongful trading and misfeasance regimes under the relevant insolvency legislation
  • may incur criminal liability (e.g., gross negligence manslaughter)
  • may owe a duty of care to third parties (e.g., individual shareholders and creditors)
  • may be subject to the powers of the relevant regulatory bodies, namely the Financial Conduct Authority and the Prudential Regulation Authority with regard to the performance by him of certain controlled functions and each of these bodies may impose sanctions on the director (including financial penalties and censures)



Gordon McElroy
Director
gmce@mkblaw.co.uk
028 9099 3111

Lynsey Henderson
Solicitor
lh@mkblaw.co.uk
028 9099 3117

Jose Lazaro
Solicitor
jl@mkblaw.co.uk
028 9099 3114

MKB Law understands business. We are pleased to work with clients across a range of sectors, including:

Experienced

Our experience and expertise allow our team to provide an unrivalled service to all clients.

Personal

Our personal understanding ensures our clients are at the forefront of our services.

Flexible

Our team provides clear legal guidance to complement your business structure.

Specialised

Our clients span all industries, from technology to agriculture and hospitality to renewables.

Or please call us on 028 9024 2450 or email info@mkblaw.co.uk

MKB Law Solicitors Belfast is regulated by the Law Society of Northern Ireland. Content is copyright © MKB Law 2021. Terms & Conditions apply.