50/50 Ltd Company - can one director force the company to sell/close?

[tk88]

Hi

I own 50% of a Limited Liability Company with my business partner who wants to leave the company to pursue other things. My business partner would like to put the company up for sale and if that is not successful close the company as they don't any liability or risk from the company (which I understand). I have suggested they sell their 50% but that is obviously going to be much harder than 100% - can he force me to sell my 50% or close the company completely if no-one wants to buy his 50%?

Thanks!

 

[mahutchinson]

Your partner cannot do anything without your say so, assuming you are both directors. Again, assuming you have no shareholder agreement or custom drafted articles there is no obligation on either of you to sell shares and neither can close the company on their own. That is the joy of 50/50 deadlock partnerships !

 

[IANL]

Hi

I own 50% of a Limited Liability Company with my business partner who wants to leave the company to pursue other things. My business partner would like to put the company up for sale and if that is not successful close the company as they don't any liability or risk from the company (which I understand). I have suggested they sell their 50% but that is obviously going to be much harder than 100% - can he force me to sell my 50% or close the company completely if no-one wants to buy his 50%?

Thanks!

Your co director will have no further liability from actions from the date he resigns, he may still be liable for actions whilst he was a director though.

You know what the other half of the company is worth so why not make him an offer to take the shares off him at a price your happy with and on payment terms you feel comfortable with. You won't wnat to generate business in a company where you have a 50% of your dividends going to another person who has no interest in the business

 

[The Resolver]

Take a look at www.boardroomresolve.com for some info.

Neither of you gains anything by not resolving. He may be able, to a certain degree, to force a situation if the company owes him monies it cannot repay.