The bet proved to be wrong
Posted: Wed Jan 22, 2025 10:25 am
The story went viral on the Internet. A limited liability company with three partners who held shares of the share capital: 50%, 30% and 20%. The articles of association contained a rule stating:
Subject to approval by 80% (eighty percent) of the share capital:
a) the appointment and dismissal of the company administrator(s);
b) the sale of assets worth more than R$500,000.00 (five hundred thousand reais);
c) contracts of any nature, including loans and financing, for an amount exceeding R$500,000.00 (five hundred thousand reais);
So, how do you resolve this? Does the appointment and dismissal bulk sms india of the corporate administrator(s) require an approval quorum of 80%, as in the first provision, or 2/3, as established in the second? Want to spice things up? Chili pepper? Habanero? Let's go: the detail was only noticed when the two partners who, together, accounted for 70% of the share capital, decided to dismiss the corporate administrator and appoint another. The partner with 30% was against the dismissal and, more than that, against the new appointment.
He said that, without his participation, the dismissal could not be made, much less the appointment of another administrator. His 30% would be essential to meet the 80% approval requirement. Obviously, the other two replied: no-no-no-no! Two thirds is enough to do it, that is, 66.66%. Together, they totaled more than that: 70% (50% + 20%). As they say, something is wrong . Yes, the lawyer responsible for drafting the articles of association (was it a lawyer?) made a mistake. And how do you get out of this mess?
Subject to approval by 80% (eighty percent) of the share capital:
a) the appointment and dismissal of the company administrator(s);
b) the sale of assets worth more than R$500,000.00 (five hundred thousand reais);
c) contracts of any nature, including loans and financing, for an amount exceeding R$500,000.00 (five hundred thousand reais);
So, how do you resolve this? Does the appointment and dismissal bulk sms india of the corporate administrator(s) require an approval quorum of 80%, as in the first provision, or 2/3, as established in the second? Want to spice things up? Chili pepper? Habanero? Let's go: the detail was only noticed when the two partners who, together, accounted for 70% of the share capital, decided to dismiss the corporate administrator and appoint another. The partner with 30% was against the dismissal and, more than that, against the new appointment.
He said that, without his participation, the dismissal could not be made, much less the appointment of another administrator. His 30% would be essential to meet the 80% approval requirement. Obviously, the other two replied: no-no-no-no! Two thirds is enough to do it, that is, 66.66%. Together, they totaled more than that: 70% (50% + 20%). As they say, something is wrong . Yes, the lawyer responsible for drafting the articles of association (was it a lawyer?) made a mistake. And how do you get out of this mess?