partnership problems

[soleman333]

Hi and thank you for letting me join. I have a question that some of you have probably had problems with in the past and maybe someone can give me a bit of friendly if not legal advice. My business partner (fellow director) in a fairly succesful ltd company has started drinking badly again and has become someone that I can no longer work with. I want to buy him out of the company but he will keep changing his mind saying some days he wants out and then changing his mind, He's been living in Malta for the last 9 months (not legally having outstayed his visa) and has not attended a board meeting in that time. I have read that directors can be sacked for not attending board meeting within 6 months.Does anyone know if that is true if it's just a 2 man band with equal shares? If not does anyone have any suggestions to how I can get him removed without liquidating the business if he won't resign his directorship? Many thanks for any replies.

 

[WaveJumper]

Hi welcome to the UKBF sorry to hear about the issues you are having, in the first instance one person I would recommend and definalty worth speaking too would be @The Resolver

 

[soleman333]

Many thanks Wave Jumper, I will do that.

 

[Paul Kelly ICHYB]

You say partner then director. Is he a shareholder?

 

[WaveJumper]

You say partner then director. Is he a shareholder?

He did mention equal shares so was I was assuming yes .... but you never know

 

[Paul Kelly ICHYB]

Always best to check!

 

[soleman333]

Hi, yes we are equal shareholders and I have about 60% of the finance invested in the business, he has 40%.

 

[The Byre]

Hi, yes we are equal shareholders and I have about 60% of the finance invested in the business, he has 40%.

So which is it - equal or 60/40?

Again - talk to @The Resolver.

 

[soleman333]

So which is it - equal or 60/40?

Again - talk to @The Resolver.

Hi, I have left a message for the resolver. When we started the business I put in 60% of the finances he put the rest but because we intended to do equal hours/work in the business we agreed to share profits 50/50 and be equal share holders (I share each).

 

[J Frost]

I am assuming this is a limited Company, rather than an LLP or general Partnership and that you don't have a Shareholders Agreement. The Memorandum and Articles of association hold the rules for how the company will operate and these will contain rules about calling Board meetings and might contain details of what to do if Directors stop attending. If you don't have these too hand it is likely that Table A will apply.

However you need to check and a review of the Companies House will identify the playing field. I suspect however you will be in a difficult place and will need to either negotiate a settlement between you or put pressure on him (by not paying either of you for instance) so that settling is better than not. If both of you determine that a settlement is the way forward but you are struggling with the detail, you should choose someone you Trust to mediate. If there is no one in your circle, then you can pay a Mediator. Best of luck.

 

[soleman333]

Hi J Frost,

Thanks for that. Yes it is a limited company. He has jsut got back from abroad and stopping with his son about 100 miles away from me at present but hopefully , I can get him to sit round a table with our accountant and discuss it sensibly if not then take further steps.

 

[Iain Venn]

Sorry to hear you are having this issue. Your health and wellbeing is really important right now, so do everything you can to have lengthy breaks and get out with your own friends and family as much as possible.

This is their problem not yours.

Bringing in the accountant is a very good idea. Accountants are generally 'black and white' in terms of spelling out any issues you are both likely to have, moving forward. He will also be able to give your business partner a good idea on the value of their shares.

It is also helpful for you to write up a list of options too, including setting up your own business afresh. There will be lots of options available to you.

Good luck.

 

[Fagin2021]

Sorry to hear you are having this issue. Your health and wellbeing is really important right now, so do everything you can to have lengthy breaks and get out with your own friends and family as much as possible.

This is their problem not yours.

Bringing in the accountant is a very good idea. Accountants are generally 'black and white' in terms of spelling out any issues you are both likely to have, moving forward. He will also be able to give your business partner a good idea on the value of their shares.

It is also helpful for you to write up a list of options too, including setting up your own business afresh. There will be lots of options available to you.

Good luck.

That's just weird.