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This: "So dividends were paid out of profit"
Doesn't necessarily follow from: "There was £45k balance in the company bank account. The BBL was fully outstanding £30k."
It shows that the dividends were paid from cash the company had available, and not from the BBL. But it doesn't show they were...
I don't have a huge amount to add to what's been said, other than to reiterate that there should be a financial settlement possible. There should be a price at which one of you is willing to sell to the other. As everyone knows, family disputes can get incredibly fraught, and the underlying...
I think you might find the best writing on this online, rather than in books. You may have read lots online already, but just in case you haven't you could start with almost anything by Paul Graham and Mark Suster (I don't come here often enough to post links, but you will find them easily enough)
Also Xero provides option to include payment link in invoices that you generate using Xero.
But be wary of anything which creates what I guess would be called a "bank transfer payment link". (as opposed to a debit / credit card payment link) This, in my experience, just creates a confusing mess...
You may be thinking of an arbitrator here, not a mediator. An arbitrator is like a private judge whom both parties agree can make a binding decision. A mediator does not make any binding decision, but merely manages a negotiation process to help the two sides to reach an agreement. You don't...
Assuming you do have investors ready to go (and aren't promoting it to the public), then use SEIS. This means you sell shares to the investors, and fill in some forms and follow some rules to make sure they are eligible for special tax break known as SEIS.
It is reasonably simple to implement...
Would I have paid (£1k+) for legal advice on a £12k investment? Probably not. I'd just write down in an email what I thought I'd agreed with the others, as the OP has done.
The agreement isn't clear, though, unfortunately. The least clear thing is point 9: "9. You will allow XXX Barbershop Ltd...
Sounds like you might want to sit everyone down with a neutral mediator. The Resolver on this forum is one, I'm another. There are plenty more. Google "Commercial Mediator", or look on Civil Mediation Council website.
Mediators are trained to manage a structured negotiation process between...
I'd say that the two things that are most likely to catch new directors unaware are:
- You can only take a dividend from profits that the company has built up and retained ("distributable reserves"). Broadly speaking, any other money you take out has to be paid as a salary, with PAYE deducted...
To add to what others have said, one reason for using a shareholders agreement is that it makes sure both of you have thought through the difficult scenarios in advance, and have an understand of what the other thinks. A few examples:
For example, your brother might assume that if he wants to...
I can't add anything to what others have said, but for this particular issue consider setting aside some time to read or listen to "Happy" by Derren Brown (yes, that Derren Brown, the illusionist / hypnotist guy). It is a very readable modern take on the Stoic philosophy of Epictetus and Marcus...
No-one else has jumped in yet, so I will, FWIW.
You will need legal advice, which will cost you more money, unfortunately.
But the short answer is that you can in theory sue them for breach of contract if they agreed to do something, you paid them for this, and they have not done it. Broadly...
These types of scenarios always make me think of the dispute resolution mechanism known as a Texas Shootout. High risk, I've never actually seen anyone implement it, but here's how it works:
First step: everyone agrees to use the Texas Shootout mechanism
A offers a price to B.
B must sell to...
I did this back in ~2010 for KeepMeBooked and ~2015 for the business which became Fixington. I think I may have done it myself for 0800handyman, too. As far as I recall, it was straightforward enough. I can't remember much about it, but I had a quick look through my Google Drive and find that I...
I used Agentbase for a business of mine a long time ago (~10 years), and they still seem to be around, so worth speaking to.
(Looks like my UKBF membership has lapsed, so I can't post a link, but you'll find them. Google "AgentBase: Sales Agents, UK Sales Agent Register" if necessary)