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can the shareholding change be rescinded?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!
