Resignation by text?

Discussion in 'Legal' started by Suzi, Oct 17, 2018.

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  1. Suzi

    Suzi UKBF Newcomer Free Member

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    I’m after some advice please, I have a recently new business but me and my business partner have fallen out and she chose to text me saying that she was resigning from the company as director, she had removed some stock from the shop, and was happy for me to buy her out. Which I said I was happy to do! Can I use that text as her resignation? TIA
     
    Posted: Oct 17, 2018 By: Suzi Member since: Oct 17, 2018
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  2. Blaby Loyal

    Blaby Loyal UKBF Ace Full Member

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    Do it the other way around and write to them accepting their resignation per their text and enclose a copy of the text. Give them, say, seven days to reply if the text wasn't from them or they no longer wish to resign.

    Don't forget to notify Companies House of the resignation of a Director.

    Can I also come and remove some stock from your shop please?
     
    Posted: Oct 17, 2018 By: Blaby Loyal Member since: Jun 12, 2018
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  3. Suzi

    Suzi UKBF Newcomer Free Member

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    Haha! I didn’t know that by saying I would buy her out that then that would be me accepting. If she has the option then I think she would retract the resignation, which I don’t really want tbh!
     
    Posted: Oct 17, 2018 By: Suzi Member since: Oct 17, 2018
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  4. Blaby Loyal

    Blaby Loyal UKBF Ace Full Member

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    I didn't say anything about the offer to buy the other party out?

    If you don't want to give the option to retract then go ahead and notify Companies House and retain a copy of the text as evidence.

    Check your Articles of Association first to make sure that there is nothing in them which states that a Director's resignation has to be carried out by a specific method.

    If you are both 50/50 shareholders then I predict a right load of grief in trying to but them out.

    What are you going to do about the stock they have removed?
     
    Posted: Oct 17, 2018 By: Blaby Loyal Member since: Jun 12, 2018
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  5. Suzi

    Suzi UKBF Newcomer Free Member

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    I have already notified Companies House. But she is still wanting passwords for emails, which I don’t see why I should give when she stated she was resigning.
    For me to buy her out she requested back the amount of money that she put into the business, but she states that she has taken the stock and will total it up, so therefore I was going to pay the remaining amount.
     
    Posted: Oct 17, 2018 By: Suzi Member since: Oct 17, 2018
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  6. Blaby Loyal

    Blaby Loyal UKBF Ace Full Member

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    No to the passwords and that's not how you go about arriving at a value to buy them out.

    If it's 'only' £2,000-£3,000 then it might be worth proceeding with just to get them out of your hair. Any more than that and you need to be a bit more 'savvy' on the deal.
     
    Posted: Oct 17, 2018 By: Blaby Loyal Member since: Jun 12, 2018
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  7. Suzi

    Suzi UKBF Newcomer Free Member

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    Great, thank you so much for your advice
     
    Posted: Oct 17, 2018 By: Suzi Member since: Oct 17, 2018
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  8. Mr D

    Mr D UKBF Legend Free Member

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    The stock in the shop belonged to the business?

    Hopefully you will take that into account when working out what to offer for her shares.
     
    Posted: Oct 17, 2018 By: Mr D Member since: Feb 12, 2017
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  9. Mr D

    Mr D UKBF Legend Free Member

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    Directors have passwords for emails. Shareholders who are not directors have very limited powers and do not run the business day to day so do not need passwords, email access, bank access etc.
    Nor do they usually Nick stock.
     
    Posted: Oct 17, 2018 By: Mr D Member since: Feb 12, 2017
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  10. Suzi

    Suzi UKBF Newcomer Free Member

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    Yes I don’t think she realised this tbh! I’m just trying to make this as amicable as possible, as I just want rid of her.
     
    Posted: Oct 17, 2018 By: Suzi Member since: Oct 17, 2018
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  11. Suzi

    Suzi UKBF Newcomer Free Member

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    Thanks. Yep it’s not something I thought they would do, and for obvious reasons that’s why I would no longer what to be business partners, hence why I needed to know if the resignation would stand.
     
    Posted: Oct 17, 2018 By: Suzi Member since: Oct 17, 2018
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  12. Lisa Thomas

    Lisa Thomas UKBF Enthusiast Free Member

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    I presume the stock belongs to the Company so presumably she had no right to take it?
     
    Posted: Oct 18, 2018 By: Lisa Thomas Member since: Apr 20, 2015
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  13. Blaby Loyal

    Blaby Loyal UKBF Ace Full Member

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    Without wishing to over-egg the proverbial pudding, if the other director's actions as you describe are true then they have probably repudiated any contract they had with the company anyway and are also in breach of fiduciary duty. You can't just walk off arbitrarily with company goods/assets and expect everyone to simply accept it!

    I presume that there is no supplier Retention of Title issue over the goods taken?
     
    Posted: Oct 18, 2018 By: Blaby Loyal Member since: Jun 12, 2018
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  14. Suzi

    Suzi UKBF Newcomer Free Member

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    Yes that is correct. She thought she could take the stock as part payment of me buying her out.
     
    Posted: Oct 18, 2018 By: Suzi Member since: Oct 17, 2018
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  15. Mr D

    Mr D UKBF Legend Free Member

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    Hmmm.... what happens instead of her being given money for her shares instead a bill is sent by the company for the missing stock?
     
    Posted: Oct 18, 2018 By: Mr D Member since: Feb 12, 2017
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  16. Suzi

    Suzi UKBF Newcomer Free Member

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    She wants back the money that she initially put into the business, (I’m not in a position to give her that) with the amount of stock she’s taken it would mean that I only have to give her £750.
     
    Posted: Oct 18, 2018 By: Suzi Member since: Oct 17, 2018
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  17. Lisa Thomas

    Lisa Thomas UKBF Enthusiast Free Member

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    I presume you have now put her right. IF you reach an agreement to buy her shares this will come from you personally.

    She has technically committed theft...
     
    Posted: Oct 18, 2018 By: Lisa Thomas Member since: Apr 20, 2015
    #17
  18. Suzi

    Suzi UKBF Newcomer Free Member

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    Thanks for your advice, is she entitled to the money back that she initially put into the business?
     
    Posted: Oct 18, 2018 By: Suzi Member since: Oct 17, 2018
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  19. Mr D

    Mr D UKBF Legend Free Member

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    No.

    She is entitled back any money lent to the business (was it a loan?) and if she agrees to sell the shares for a price you can buy the shares from her.
    Doesn't mean can just steal stock though.
     
    Posted: Oct 18, 2018 By: Mr D Member since: Feb 12, 2017
    #19
  20. Suzi

    Suzi UKBF Newcomer Free Member

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    No we both saved up and put the same amount of cash in to buy stock to get us going.
     
    Posted: Oct 18, 2018 By: Suzi Member since: Oct 17, 2018
    #20
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