Changing Company Ownership/Director's Liability

Discussion in 'Legal' started by Feef, Feb 14, 2019.

  1. Feef

    Feef UKBF Newcomer Free Member

    3 0
    Hello all and appreciate any advice. My business partner and I are very amicably agreeing to change the structure of our limited company so I buy all bar 14% of his equity and he resigns as a Director. Quid pro quo I have agreed to sign a waiver on his liability for any existing or on-going company debts (corporation tax, outstanding invoices and the firm's overdraft facility), but I'm now concerned that it won't be legally enforceable, that is the law covering Director's liability will have precedence over anything we might formally agree between ourselves. Can anyone advise on this? Many thanks.
     
    Posted: Feb 14, 2019 By: Feef Member since: Feb 14, 2019
    #1
  2. Ian J

    Ian J Factoring Specialist Full Member - Verified Business

    5,247 1,500
    He would only be liable for company debts in the event of fraud but if any of the debts are personally guaranteed (overdraft for example) a waiver won't release him from his obligations as only the bank can do that
     
    Posted: Feb 14, 2019 By: Ian J Member since: Nov 6, 2004
    #2
  3. Blaby Loyal

    Blaby Loyal UKBF Ace Full Member

    1,016 193
    I'd think very carefully about providing any such waiver or word it in such a manner as to provide any such waiver as you are able i.e. so it can't override his statutory obligations.

    As Ian J has pointed out, issues such as the bank will be outside of any waiver agreement the other party seems to want to engineer.
     
    Posted: Feb 14, 2019 By: Blaby Loyal Member since: Jun 12, 2018
    #3
  4. Feef

    Feef UKBF Newcomer Free Member

    3 0
    Many thanks - I really appreciate your thoughts.
     
    Posted: Feb 14, 2019 By: Feef Member since: Feb 14, 2019
    #4
  5. Feef

    Feef UKBF Newcomer Free Member

    3 0
    Thank you too.
     
    Posted: Feb 14, 2019 By: Feef Member since: Feb 14, 2019
    #5