- Original Poster
- #1
Been scouting this forum all weekend, it's amazing the resource that is out there that isn't known about until you need it. Glad to have found you.
I know that this doesn't constitute actual legal advice, but I haven't been able to get a call back from a Business specialist yet and time is running out for me.
I am an employee/director/shareholder with 2 other in a small ltd company, all equal share, equal status. Not a big earner, but enough to keep and maintain a viable business.
No employee contract/director service agreement/shareholders agreement. I know, big mistake.
I am now choosing to leave the company to take a new position VERY soon. Initially I was going to resign both as an employee and as a director. However, one of the others with the same rights as myself has tried to give me an ultimatum as he doesn't want to take the responsibility of running the business:
1. I leave, he wants to close the business
2. I stay, we put it up for sale
3. I stay and commit o not leave.
The third person in the organisation, with the same rights, while not as involved or capable, is willing to try and continue the company with the support of myself as a consultant and director, which my new employer is comfortable with.
I am committed to leaving, and given how things have developed will definitely not stay as an employee. It is just how to do this, in order to maintain the future of the company. I have now resolved not to resign as a director, but am worried whether this setup could be considered a quasi-partnership and leave me in some way open to a claim in respect of my leaving as an employee.
We are having a meeting in the morning to discuss this.
My current plan of action is as follows:
1. give my resignation as an employee only in writing, one weeks notice, outstanding holiday entitlement, last day Friday.
2. if he insists that there is no option but to close the company I plan to invoke section 168 of the Companies Act as a shareholder to have him removed as a director, making it clear , whilst I do not need to state it, that this is to avoid a breach of section 172 of the Companies Act.
3. tell him that his does not affect his position as an employee of the company.
4. tell him that if he wishes he could resign as director instead and leave the oversight to the remaining directors and management to the remaining member, retaining his shareholding.
If it gets to item 2, I will be using a Business Law specialist to do this.
It is a viable business, and they only reason it could be insolvent would be, if upon trying to close voluntarily, made it so due to having to pay building lease, forklift hire, BBL and staff redundancies. This would make the shareholding worthless.
Does this sound like the correct procedure, or am I totally wrong? Thanks in advance and apologies for this being my first post here, but I didn't know this existed before Friday.
Edited to add: I informed my fellow members of my leaving on the 7th April, so as far as I can tell, I have given them plenty of time to put actions to continue in place.
I know that this doesn't constitute actual legal advice, but I haven't been able to get a call back from a Business specialist yet and time is running out for me.
I am an employee/director/shareholder with 2 other in a small ltd company, all equal share, equal status. Not a big earner, but enough to keep and maintain a viable business.
No employee contract/director service agreement/shareholders agreement. I know, big mistake.
I am now choosing to leave the company to take a new position VERY soon. Initially I was going to resign both as an employee and as a director. However, one of the others with the same rights as myself has tried to give me an ultimatum as he doesn't want to take the responsibility of running the business:
1. I leave, he wants to close the business
2. I stay, we put it up for sale
3. I stay and commit o not leave.
The third person in the organisation, with the same rights, while not as involved or capable, is willing to try and continue the company with the support of myself as a consultant and director, which my new employer is comfortable with.
I am committed to leaving, and given how things have developed will definitely not stay as an employee. It is just how to do this, in order to maintain the future of the company. I have now resolved not to resign as a director, but am worried whether this setup could be considered a quasi-partnership and leave me in some way open to a claim in respect of my leaving as an employee.
We are having a meeting in the morning to discuss this.
My current plan of action is as follows:
1. give my resignation as an employee only in writing, one weeks notice, outstanding holiday entitlement, last day Friday.
2. if he insists that there is no option but to close the company I plan to invoke section 168 of the Companies Act as a shareholder to have him removed as a director, making it clear , whilst I do not need to state it, that this is to avoid a breach of section 172 of the Companies Act.
3. tell him that his does not affect his position as an employee of the company.
4. tell him that if he wishes he could resign as director instead and leave the oversight to the remaining directors and management to the remaining member, retaining his shareholding.
If it gets to item 2, I will be using a Business Law specialist to do this.
It is a viable business, and they only reason it could be insolvent would be, if upon trying to close voluntarily, made it so due to having to pay building lease, forklift hire, BBL and staff redundancies. This would make the shareholding worthless.
Does this sound like the correct procedure, or am I totally wrong? Thanks in advance and apologies for this being my first post here, but I didn't know this existed before Friday.
Edited to add: I informed my fellow members of my leaving on the 7th April, so as far as I can tell, I have given them plenty of time to put actions to continue in place.
