Lesson learnt !

[Anonymous]

The hard way :cry:

However:

I am 100% Shareholder of a Ltd company. Twelve months ago I took on a business partner (former friend) … On the understanding she would match my investment and work p/t within the business. So far she has only matched 40% and her input has been an absolute minimum !
The business can no longer operate.

There were no written contracts between us,legal or otherwise, despite my initial repeated requests and advice from my solicitor. She is however listed as a director at company’s house.

Her last communication was a suggestion that I hand over the business to her :evil:

There are no debts. I requested a meeting which was preliminarily agreed, however she ‘once again’ failed to accommodate. I understand she’s on an overseas holiday.

It was an internet start up, the only assets are the web site and rather small data base of ‘potential’ customers. No staff, work i.e. development etc was outsourced

I need closure and to move on. I’ve invested a lot of time, energy and money.

I'm wanting to dot the I's and cross the T's on this one before making any move however am I within my rights to take the unilateral decision and close the company down? Does she have any legal redress?

Any advice would be very much appreciated


Kindest

J

 

[Rob Holmes]

There maybe something in your articles of association about directors that don't turn up for meetings.

I *think* in ours it's 3 times no-show and the other directors may remove them from their position.

Rob

 

[Anonymous]

Thank you Rob

Interesting point will investigate.

She's a 'wiley'character though .....Tells you she will confirm, then fails to do so...Later offering up excuses by the bucket load.

I'm sick and tired of being sick and tired. I've invested, like I said everything, I need to move on quickly and try to recouperate my losses and put this whole awful experience behind me.

Regards

J

 

[Rob Holmes]

you could always just resign yourself ?

Rob

 

[Anonymous]

And the web site ?

 

[bwglaw]

As a 60% shareholder you are entitled to close down the business. I would let the other Director seek legal advice with a view to take legal action against you for closing down the business but if what you say is correct that she has not contributed or exercised her duties she has little to stand on.

If I remember, in order to wind up the company I think all Directors have to agree.

As for the website, it belongs to the company and it will be dissolved when the company is liquidated. You could sell the website and any intellectual property rights to a third party and be prepared to give the other Director her 40% if she is entitled to it.

Oh by the way, if the domain is registered in your name personally arguably the site is yours and you only gave the company a licence to use it. You could then close down the site. If you PM me more information I can confirm this by doing some checks

I am just commenting off the cuff here without looking into your matter in full. However, I would suggest you instruct another solicitor. Winding up a company can be a complex process.

 

[Alpha]

Hold on

Could we just clarify something here.

You say you are a 100% shareholder of this company.

Your 'friend' was invited to invest an amount to equal your own and work part time in the business.

Did you transfer any shares to your friend in return or was the investment treated as a loan?

If you could tell us the exact nature of the investment we could advise you better as the two scenarios will be very different.

 

[Anonymous]

Hi

Thank you so far everyone for your response.

No shares were ever transfered. This was my intention however like I said this person was always unavailable to complete formalities
The intention was a 50/50 partnership.

The investment was not treated as a loan.

Regards

J

The domain is registered in my name

 

[cjd]

The only voice you should listen to here is a solicitor and I'm not one BUT (didn't you just hear that coming)

If you hold 100% of the share capital and there's nothing in writing about your agreement to go 50:50 AND you've been treated so badly I'd be tempted to call the other person's contribution a loan and pay it back so you can keep the business.

Additionally, did she ever fill in form 288 and submit it to company's house? (you would have had to sign it too) - she may not even be a Director.

 

[Anonymous]

Yes I did sign the 288

Unfortunately I am not in a position to keep the business up and running.

Its has drained all my financial resources.

 

[bwglaw]

Hi

Thank you so far everyone for your response.

No shares were ever transfered. This was my intention however like I said this person was always unavailable to complete formalities
The intention was a 50/50 partnership.

The investment was not treated as a loan.

Regards

J

The domain is registered in my name

It sounds more in your favour. However, has this person paid you a sum of money intended for shares? Has an agreement been signed between you, this could even be a letter showing intentions to transfer shares but you have not yet formally issued them.

As for the domain. It is registered in your name. The site is yours as the legal owner of the domain name. The above may still apply if the person invested some money and at the time the site was an asset of the company.

You may have signed the 288 for this person to be a Director, but this is not an automatic right to shares to be a shareholder. This is governed by a different agreement if there is one. And, arguably the business is failing because this person as Director (if appointed) has failed to exercise his/her duty as a Director.

If you can answer the above questions I can guide further.

 

[Anonymous]

Any update Jamey26?

 

[Anonymous]

Any update Jamey26?