Directors Theft - Refusal to disclose accounts

Discussion in 'Legal' started by GolfPro86, Mar 2, 2018.

  1. GolfPro86

    GolfPro86 UKBF Newcomer Free Member

    2 0
    Evening all,

    Having started anew business with two other directors, shares split 35/35/30 in their favour, we borrowed a sum from the bank to get us started under the agreement we would all contribute to meet the banks lending criteria.

    The bank deposited the funds and it became apparent very quickly that they did not have the cash available that was first claimed. As a result of this my own business has been underwriting a number of the orders which should have been cross charged using start up capital.

    This is where it gets even better...

    Not settling on using someone elses funds to start a business and draw a salary from it, I have uncovered evidence (all written and obtained legally) to show that one of them has received a payment for company owned goods to his personal account in the last VAT quarter. Having asked for the purchase and sales ledgers for the last six months, my request has fallen on deaf ears.

    As a director I know I have a legal obligation here, but I am also a creditor to the company from my own business which makes it more complicated as the risky of insolvency has been hanging over it since day one and I stand to lose a considerable amount.

    Has anyone faced a similar situation or can pass on some professional guidance?

    Thanks
     
    Posted: Mar 2, 2018 By: GolfPro86 Member since: Mar 2, 2018
    #1
  2. Mr D

    Mr D UKBF Legend Free Member

    10,554 1,106
    Do you, by any chance, have a shareholders agreement about what happens if there is a problem?

    Your other business has been underwriting to the company?
     
    Posted: Mar 2, 2018 By: Mr D Member since: Feb 12, 2017
    #2
  3. KAC

    KAC UKBF Enthusiast Free Member

    960 214
    Maybe speak to @The Resolver. His website is here

    Do you have a shareholders' agreement?
     
    Posted: Mar 2, 2018 By: KAC Member since: May 7, 2017
    #3
  4. GolfPro86

    GolfPro86 UKBF Newcomer Free Member

    2 0
    Nothing in the agreement to work with.

    Over and above the directors loan account I have for start up costs. The company owes me for unpaid invoices from my personal business to it for goods that were order through necessity in pre-opening.

    These debts have been outstanding for six months now and the other directors continue to order more stock claiming I am at the back of the line for payment because I too am a director.
     
    Posted: Mar 2, 2018 By: GolfPro86 Member since: Mar 2, 2018
    #4
  5. KAC

    KAC UKBF Enthusiast Free Member

    960 214
    How much are you talking about?
    Can you afford to lose it?
    Is the new company insolvent now?
    Is the new company profit making?
     
    Posted: Mar 2, 2018 By: KAC Member since: May 7, 2017
    #5
  6. The Resolver

    The Resolver UKBF Ace Full Member

    2,981 974
    Do you mean there is a Shareholders Agreement? Send it to me (email [email protected] ) . There may not be anything direct but there may be elements to your advantage.

    Put a request in writing to the company at the Registered Office demanding an audit of the current year's trading. They cannot in law refuse.

    Write to your co-directors requiring them to formally call a shareholder meeting listing a number of questions to discuss and information to be shared . In law they cannot refuse and in fact you can then issue a notice convening the meeting. They of course may ignore and not turn up , rendering the meeting unable to proceed for a lack of a quorum, but it puts your issues of concern on record creating a gap between them and you should there be action in the future by the authorities/future liquidator against the directors for misconduct .

    The director who has taken company monies can be sued by you in the name of the company (yes, even though you only have a minority of shares) to pay the monies back into the company.

    Don't resign just yet as you then lose rights to much of the information.
     
    Posted: Mar 5, 2018 By: The Resolver Member since: Mar 31, 2006
    #6
  7. Lisa Thomas

    Lisa Thomas UKBF Enthusiast Free Member

    2,451 295
    If you are a creditor you could threaten to Liquidate - the Liquidator will investigate the transactions and potentially pursue Director/s for misfeasance etc.
     
    Posted: Mar 6, 2018 By: Lisa Thomas Member since: Apr 20, 2015
    #7