Hello All
we are 4 sisters and we all interited equally the 75% of the shares held by my dad in a private limited company after his demise.
Three of us sisters are in abroad and My second sister who is in India along with my father and the other share holder (who holds the remaining 25% of the shares in the company) were the directors. The Art of Ass was drafted by my Dad in such a way it is difficult for any one to become a director just by virtue of holding shares. This he did to protect his interests then as few of his relatives held some shares before he bought them all.
Now my sister and the other director do not want us to do with anything with the company and just live with the shares and be quiet with any dividents they may give us. This created a mistrust and the remaining three sisters have started suggesting to have a new shareholders agreement and a subsequent amendment to the AOA. My sister and the other director are resisting the idea of having a new share holders agreement as they feel it can dilute their decision making control in the company. Our major concern is on dilution of our shares holding, sale of company assets, uncontrolled salaries of directors affecting the shareholders dividents to name a few.
1) In Company Law what is our right to demand a share holders agreement?
2) If the other Director/shareholder resists strenly this idea of redrafting the AOA, can we form a family trust, Transfer all our 75% of shares on to it and appoint the same Sister as the Director of the company on behalf of the trustees and keep a Tab on her decisions in the company? What are the implications?
Value your inputs
