Recent content by moduslegal

  1. moduslegal

    cliam ownership of a limited company

    As a shareholder you are not liable for any laws broken by the company. As sole shareholder you are entitled to remove the existing director and appoint yourself as sole director. Then you could declare dividends to yourself etc
  2. moduslegal

    Starting a second similar business - conflict of interest?

    Assuming your business is a limited company and you are a director, I think what would make me nervous would be that by removing part of the business of the company and switching it somewhere else you are in breach of various directors duties. (Can't remember the exact one but, duty not to be...
  3. moduslegal

    How to trade equity for skills?

    I like ethical PR's answer. I would go a bit further and say that you need to set measurable goals for them to achieve, with failure to achieve those goals triggering the return of the shares. You need to be asking the question of where these new shares are going to come from ie from the...
  4. moduslegal

    Selling a business

    I think I would just add a couple of points to what has been said. The reason why people often can't just walk away when they sell a business or company is that the purchaser often wants the seller to provide 'warranties'. These are promises about the business or company. So, for example, the...
  5. moduslegal

    management company for leaseholders

    Before getting to the main point, I do find this to be of some interest since a director has to consent to taking the post before being appointed. I do doubt whether a person can be obligated by contract to take up the post of director of a company. Anyhow, the reason for the obligation on...
  6. moduslegal

    NEED HELP HOUSE SALE FALLEN THREW AS LIMITED COMPANY Property managents dissolved any advise

    This is a common problem with property management companies in housing developments. The property management company will be formed to own and look after common areas, which might include lawns/trees, roads, sewer arrangements etc. The problem is that running the company is an administrative...
  7. moduslegal

    Exclusive export contract

    So far as I can make out, you will basically be acting here as a kind of purchasing agent. You have obviously put in a fair amount of goodwill to the enterprise, whether that be through active research or simply your knowledge of that particular market. I think that the only realistic thing...
  8. moduslegal

    JV, Partnership or Shares?

    Hi George I think I would be inclined to structure this as a UK JV company with the foreign company being a wholly-owned subsidiary of the UK JV company, subject to tax advice. First, I think that, while the foreign company is a former British colony, there is no guarantee that its courts and...
  9. moduslegal

    Business entity

    I would suggest an ordinary limited company. Keep it simple.
  10. moduslegal

    Holdings Company

    Step 1 form a company to be your holding company. Step 2 perform a 'share swap' between you and your new holding company transferring your personal holdings into the holding company, which should be a tax neutral operation. The shares are then held by the holding company. The holding company...
  11. moduslegal

    Breach of contract - facing potential bankruptcy

    I am just joining this because it raises a very interesting point, namely, what is the operation of TUPE when a contract has been voided in this way. To provide a certain answer I would need to spend a fair amount of time on research or consult a TUPE wonk - either way it would work out...
  12. moduslegal

    how can i protect my idea when speaking to professional/ regulating bodies?

    It is possible and it is legal, but you may find they are reluctant to sign anything. The law of confidence tends to be weak and difficult to enforce. But a well drafted confidentiality agreement is probably still the best way of dealing with it. Good luck. James
  13. moduslegal

    My Franchisor Dissolves the Company....

    This is a tricky one. I think my initial thought would be what the term of your franchise agreement was - they are normally for 5 or 7 years, so your term may have expired naturally. If the old franchisor was dissolved back in June 2010 and you kept making payments to the same bank account...
  14. moduslegal

    Splitting a business apart

    Since no-one else has answered, I will have a go. Assuming you are correct in saying that it is a limited company, there is nothing harder to get rid of than a shareholder who doesn't want to be got rid of. You could pull tricks like a share issue, but that would involve putting more money...
  15. moduslegal

    Shares Sale Advice Needed

    If you have what I would describe as a full transfer procedure in the Articles it will probably state that any attempt to evade its provisions will automatically trigger the transfer procedure itself and force Director A to offer the shares to the other shareholders, with any attempt to act...
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