ending a business partnership

nivek

Free Member
Dec 2, 2009
2
0
Hi All,

ok here goes... me and my brother both were working for a company and got made redundant. From the redundancy money we both put in £8500 each into starting our own business. We had to undergo retraining. My training was £1500 and his was £3000. we also bought a van, tools, parts etc etc. and had about £2500 left over. As we only set up in July, we used this money to pretty much pay ourselves for the first month or so.

Since then business has been slow to pick up, and to be honest I am not in a position to keep drawing a minimal wage of a few hundred £ a month, I have decided to leave the business. I have put this in writing.

I have a few questions, as my brother wishes to continue with the business without me:

1. He has offered me a payment of £1100 to 'buy my share of the business', as he states that the assets arent worht that much (and to be honest with the tools being second hand now he is possibly correct here). Is this all he has to pay on top of any monies in the bank acount?

2. He is stating that registration fees etc would be deducted from any monies owed to me, as I could still have use of them, even though I dont want them.

3. he is saying that I need to file accounts with companies house now and also at the end of our business year (march) is this right?

4. He also stated that if I want more money than the £1100 then he will just withdraw from the business also and set himself up again, and we will both not get even that much. In our partnership agreement it does state:


Withdrawal/Death of Partner. In the event a partner withdraws or retires from the partnership for any reason, including death, the remaining partners may continue to operate the partnership using the same name. A withdrawing partner shall be obligated to give sixty (60) days' prior written notice of his/her intention to withdraw or retire and shall be obligated to sell his/her interest in the partnership. No partner shall transfer interest in the partnership to any other party without the written consent of the remaining partner(s). The remaining partner(s) shall pay the withdrawing or retiring partner, or to the legal representative of the deceased or disabled partner, the value of his interest in the partnership, or the sum of his capital account, (No value for good will shall be included in determining the value of the partner's interest.)
5. I would like to know if I can count any costs toward advertising to add on to the amount of assets, as we are advertised on Yell.com and spent quite a lot on leaflets etc that obviously he will still be benefitting from this going forward.

6. In our partnership agreement it also states that should a partner withdraw from the business they will not be able to partake in activities of the business within a 10 mile radius of where we currently do business. If we both leave the partnership, does this still apply??

Non-Compete Agreement. A partner who retires or withdraws from the partnership shall not directly or indirectly engage in a business which is or which would be competitive with the existing or then anticipated business of the partnership for a period of 90 Days, in those 10 Miles of where the partnership is currently doing or planning to do business, unless agreed in writing by any remaining active partners.




 
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It would be useful, before replying, if you could confirm what type of legal entity this is as I can't see this mentioned anywhere. You talk of a partnership agreement and also Companies House which implies that this is an LLP. However, this is unusual for a trading company so I am a bit confused. Is it actually a private limited company with not a partnership agreement but a shareholder agreement ?
 
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Generally speaking, when 'dissolving' partnerships we always recommend seeking advice from an Accountant and get him/her to produce the 'final' figures to avert any dispute later and use those figures in a dissolution agreement.

Cannot answer other questions without knowing the type of entity you are operating and sight of the entire agreement. Unfortunately quoting sections of an agreement is not helpful and this puts you at risk of receiving incomplete advice.

Happy to advise direct by email
 
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Hi there sorry for jumping on the back of this thread, but only came across it after searching online for an answer to my problem..

My business partner and I have set up our sports fitness company over 18 months ago as a limited company, but due to finance etc didn't get a contract agreement and now after months of pulling in different directions its time for 1 of us to take this forward... We cant agree on a settlement fee for myself and he is informing me that as there is no agreement he can carry on as normal without me. I have told him that I will freeze the partnership until its resolved, to his reply i will carry on with same name and branding etc....

1. Can he do this and whats the best solution for me regarding my next move with our banking account etc..

Many thanks:D
 
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