Help adding an additional director please

R

Redder Than Red

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Hi,
Could someone please advise how i can go about appointing an additional director to a tiny private limited company please?

Brief background, small family business and i am a director and also one other director (also has 1% shares) who will relinquish the role next year leaving me as the only director.
I am 74% shareholder but there is another person who is NOT a director who has 25% shareholding who lives abroad and takes no interest at all in the business.

I’m engaged to be married and i’d like to make my wife a director next year as she helps me with the business (essentially i AM the business) although she currently doesn’t have any shares.

So my question is this, when i become the sole director can i just make my wife a director too OR do we have to vote on it with the minority shareholder and if she objected would it pass anyway seeing as i’m the majority shareholder?

Thanks in advance…
 
Why do you want to appoint your wife a director?

If the board is voting against you on important issues, then it probably would be a good idea to appoint new directors who will vote with you. But you have to be careful to avoid "oppression" of small shareholders. So taking legal advice would be the first step if there is a dispute at board level.

I don't think making her a director will make her salary exempt from Employers PRSI unless you transfer shares to her to make her a proprietary director. But I am not sure so it's worth investigating.

Other than the above then there really is no advantage in appointing your wife to be as a director. And some possible downsides.

Brendan
 
Thanks Brendan!
One of the reasons we were looking into it was i would now be the only director so i’d like to have her as a director so that if i should die then she can be the sole director rather than leaving the company without a director temporarily.
Granted there’s a lot to consider if we do this. But even hypothetically IF we go ahead and do this, how would it work? Can a sole director simply appoint an additional director or does it need to go to a vote between the 2 shareholders?
i.e. who appoints a new director? The existing director or a shareholders vote? Can i simply appoint her as a director if we wanted?
Or if it’s a shareholders vote, as i’m the majority shareholder can i approve it if it’s something we really want to do? (Subject to legal advice)
I’m not sure the other shareholder would even care anyway as they take no interest in the company, it’s more a hypothetical question for the moment i suppose.
 
Hi again, can anyone advise how i would do this or should it be an accountant or solicitor i need to consult with about how to add a director ?
Thanks.
 
Talk to your accountant first. It's very easy to appoint a second director but it's the presence of the minority shareholder here that presents the complication.
 
Thanks T McGibney. In theory if i transferred half my shares to my wife first would that make the process easier?
As she would then be a shareholder too?
Sorry i’m clueless about these things and wanted to have a vague idea how all this would work before going any further.
Or even if it’s possible at all.
 
Redder Than Red said:
Thanks T McGibney. In theory if i transferred half my shares to my wife first would that make the process easier?
As she would then be a shareholder too?
Sorry i’m clueless about these things and wanted to have a vague idea how all this would work before going any further.
Or even if it’s possible at all.
Click to expand...
Sorry, you'll have to ask your accountant, for the reason I mentioned above.
 
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