What Are the Limits on Other Directors/Shareholders Removing Money Without My Agreement?

You should check the company’s articles of association to check what powers Directors and Shareholders have with regards to money management as well as the content of any Shareholders agreement. The other Shareholders may not need your agreement if removing the money falls within their powers, and if a meeting was called and a resolution passed with the required majority and quorum (attendees) in attendance. 

Directors have duties pursuant to the Companies Act 2006, including a duty to act within their powers (section 171); to promote the success of the company (section 172); to exercise independent judgment (section 173); and to exercise reasonable care, skill and diligence (section 174). Removal of funds may amount to a breach of these, and other, duties. Such conduct can lead to a requirement for urgent remedies including injunctions.

Frequently the unlawful unannounced removal of monies by a Director/Shareholder will amount to unfair prejudice. It may trigger a need to consider a derivative claim (a claim brought for and on behalf of the company), an unfair prejudice petition, and/or injunctions to protect the company and Shareholders from further loss and damage being caused. 

Unless agreed there are no limits upper or lower on the monies that can trigger a derivative claim or an unfair prejudice petition. That said the court in any litigation will look at the complexity and underlying conduct as to whether to grant permission for a derivative claim to be pursued. In an unfair prejudice petition the sum needs to be relatively significant in commercial terms to ensure the cost; benefit of litigation, especially via an unfair prejudice petition, stacks up.