Ltd company help

Discussion in 'Legal' started by Paul Graham Adam's, Sep 23, 2021.

  1. Paul Graham Adam's

    Paul Graham Adam's UKBF Newcomer

    6 0
    Hi guys I'm Paul and founder of my own company, I'm looking for advice and of help as we have been in my opinion robbed of our company by a company director and partner.
    I have been working in this field of services for well over 30 years, and it was time to go LTD with a partner to help to grow the business, I have invested countless thousands as well as reputation to get to this stage, we agreed my partner would learn and carry out all office responsibilities so I could concentrate soule on the working labor side. This was agreed from day one verbally, i am also of a 75,% share holder leaving 25% to my partner, with the veiw of this increasing over time with success of business growth, it has only recently through things not adding up that we have found out our partner has removed me from companies House with out my consent, change office address to theirs and has full control of the accounts and of its monies, and after a few days of research this seems legal????? How can this happen we are in turmoil here and deverstated to say the least,
    Please help as we can't afford to go legal
    Regards Paul
     
    Posted: Sep 23, 2021 By: Paul Graham Adam's Member since: Sep 23, 2021
    #1
  2. Trevor Andrews

    Trevor Andrews UKBF Ace

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    Firstly you have 75% of the shares and they cannot do anything significant without shareholder permission.

    Secondly, the things they have done at Companies House would appear to be fraud so you need to seek advice of a solicitor.

    I think you will find that as the major shareholder you have powers to sack directors etc. so look at taking back control.
     
    Posted: Sep 23, 2021 By: Trevor Andrews Member since: Feb 9, 2021
    #2
  3. fisicx

    fisicx Moderator
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    Agree with @Trevor Andrews this does look like misconduct by the other director. Talk to Graham @The Resolver as this is his area of expertise.
     
    Posted: Sep 23, 2021 By: fisicx Member since: Sep 12, 2006
    #3
  4. WaveJumper

    WaveJumper UKBF Legend

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    All of the above ASAP and get in and speak to your bank manager at best get them to freeze the account until investigated
     
    Posted: Sep 23, 2021 By: WaveJumper Member since: Aug 26, 2013
    #4
  5. Mark T Jones

    Mark T Jones UKBF Legend

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    Forget fraud - its a red herring and a distraction

    It would appear that your partner has behaved improperly and perhaps illegally- its always a good idea to get/give clear, concise and accurate detail eg what do you mean by ' removed me from companies house'? What did you initially agree about access to bank?

    As others have said, it's definitely worth a chat with @The Resolver , but prior to that, a chat with your oartner
     
    Posted: Sep 23, 2021 By: Mark T Jones Member since: Nov 4, 2015
    #5
  6. Trevor Andrews

    Trevor Andrews UKBF Ace

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    Yes Mark, perhaps I too easily used the word fraud, but it cannot be legal if he was not aware of this aspect of Companies House.
     
    Posted: Sep 23, 2021 By: Trevor Andrews Member since: Feb 9, 2021
    #6
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  7. brucegreig

    brucegreig UKBF Contributor

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    In addition to comments above, let me add one point regarding the bank account: don't jump into trying to get the bank to freeze the account. I dealt with a mediation a while ago where one partner had persuaded the bank to freeze the company account for fear of the other partner running off with the money, but of course the consequence was that the business nearly died completely because it could not pay its crucial bills.

    Sounds obvious, but you'll need to weigh up the risk of partner running off with the money vs risk of killing the business altogether because it cannot pay for its rent / phone / card terminal / Google storage / etc.
     
    Posted: Sep 23, 2021 By: brucegreig Member since: Jul 17, 2009
    #7
  8. WaveJumper

    WaveJumper UKBF Legend

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    It’s interesting I have worked in some major companies in my time and I have never come across a system where only one director could sanction a payment, it always took two which seems sensible to operate even in smaller companies as a safe guard or is this just not possible?
     
    Posted: Sep 23, 2021 By: WaveJumper Member since: Aug 26, 2013
    #8
  9. Paul Graham Adam's

    Paul Graham Adam's UKBF Newcomer

    6 0
    Thank you all so much guys for your input, very helpful, I did contact the bank, and they did freeze it on Monday, then they told me they can only deal with the director who is on company's house, they froze it and as of 10 minutes ago I now can't access, (I could when it was frozen) so now I can't even get in, so even though I'm the bank account owner and of signatory I have no rights at all it seems?
     
    Posted: Sep 23, 2021 By: Paul Graham Adam's Member since: Sep 23, 2021
    #9
  10. Mark T Jones

    Mark T Jones UKBF Legend

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    They did as you asked!

    Have you tried talking to the other party? Short of threats of violence, I'm struggling to think of a situation where this isn't the best starting point - at very least you will get their side of the story

    Your partner may or may not have committed a negligent or even criminal act, you have ground the business to a halt
     
    Posted: Sep 23, 2021 By: Mark T Jones Member since: Nov 4, 2015
    #10
  11. fisicx

    fisicx Moderator
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    See the post from @brucegreig above.

    You can't access the account because you have asked for it to be locked. Your next step is to get legal help and contact CH.

    You were removed as a director because they filled in a TM01. That's how it's done. You could have done the same to him.
     
    Posted: Sep 23, 2021 By: fisicx Member since: Sep 12, 2006
    #11
  12. Paul Graham Adam's

    Paul Graham Adam's UKBF Newcomer

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    Unfortunately he's already ahead of me with this process, since June putting things in place, it has been planned, without me knowing, since day 1 he started abusing the position financially
     
    Posted: Sep 23, 2021 By: Paul Graham Adam's Member since: Sep 23, 2021
    #12
  13. Paul Graham Adam's

    Paul Graham Adam's UKBF Newcomer

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    Iv filled that form in already (Tuesday) by hand with another form to grant me an access code to remove him
     
    Posted: Sep 23, 2021 By: Paul Graham Adam's Member since: Sep 23, 2021
    #13
  14. Paul Graham Adam's

    Paul Graham Adam's UKBF Newcomer

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    The other form is a AD01
     
    Posted: Sep 23, 2021 By: Paul Graham Adam's Member since: Sep 23, 2021
    #14
  15. fisicx

    fisicx Moderator
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    Have you contacted @The Resolver or a solicitor? You need to do so without delay to limit your partner doing any more damage.
     
    Posted: Sep 23, 2021 By: fisicx Member since: Sep 12, 2006
    #15
  16. Mark T Jones

    Mark T Jones UKBF Legend

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    Before you both cripple your business in a war of attrition, what happened when you sat down and talked?
     
    Posted: Sep 23, 2021 By: Mark T Jones Member since: Nov 4, 2015
    #16
  17. Lisa Thomas

    Lisa Thomas UKBF Legend

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    I think Companies House will overturn your filed resignation if you tell them it was fraudulent.

    That should then unlock your situation.
     
    Posted: Sep 23, 2021 By: Lisa Thomas Member since: Apr 20, 2015
    #17
  18. Andrew Marsden

    Andrew Marsden Full Member

    21 4
    You really do need some expert advise regarding your position and the options available to you. I would suggest you take such advice quickly and directly from a specialist barrister under under the Direct Public Access scheme which is often cheaper than going to/through a solicitor.

     
    Posted: Sep 24, 2021 By: Andrew Marsden Member since: Apr 12, 2021
    #18
  19. Mark T Jones

    Mark T Jones UKBF Legend

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    Why are we rushing straight into legals before they appear to have sat down & discussed it?
     
    Posted: Sep 24, 2021 By: Mark T Jones Member since: Nov 4, 2015
    #19
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  20. Andrew Marsden

    Andrew Marsden Full Member

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    Because, until they have a clear idea of their options and entitlements they are not in a sensible place from which to begin discussions towards resolution. I am entirely in agreement that “legals” should be avoided unless necessary but I really do think people need to know where they stand if they are to be able to make sensible and considered decisions moving forward.
     
    Posted: Sep 24, 2021 By: Andrew Marsden Member since: Apr 12, 2021
    #20
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