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Is there a Directors agreement please?
Thank you for your quick response
there was no agreement as such, however the ownership has been established during registration at Cmpany House
Ok - are you that wants it to close or stay open?
i am the one who wants to close
What do the articles say please?
I am sorry what articles do you mean?
Articles of association
I haven't used any articles of association
I am sorry to say it is bad news the
To close a company you need a formal Company resolution.
To get this you need a majority to pass it
As it is 50/50 you cant get that
You can resign as a Director but you would remain as a shareholder
But if someone wants to stay sadly there is nothing you can do
The Company needs 51% vote in order to dissolve the Company which sadly you cant get
I realise this is not the answer you want and certainly not the one I want to give you, but I have a duty to be honest
Can I clarify anything for you about this today please?
what about 'wrong doing' the partner who I went into partnership
If you had a Directors agreement or articles of association, you may have been able to invoke a clause
The partner may be 'wrong doing' but you have no power
did not advise me he had a criminal records
There is no Directors agreement
There is no articles of association
Sadly whether he has convictions does not matter.
If you asked him whether he had any and he said no - that is a different matter
But not disclosing them in itself is not an offence
so do I understand correct that the only option is me leaving the company
but he would keep all the assets
But you remain a shareholder unless you give that up too
Yes he would
But if you remain a shareholder you own 50% of the assets
The problem is you do not have a Directors agreement
what about if the company does not do any business for more then 3 months?
Then you could apply to dissolve it - but again there must be a board resolution for that
Can I clarify anything for you?
one more question
do assets considered as anything which has been bought by the actual company?
if I bought domain in my own name it is mine?
Potentially if you purchased it yes
Out of your own funds and it is your name
If the Company paid for it, it would be questionable whether it was your property or the Company
Does this help?
yes it does, one more thing if I may
if I want to make his life hard and sell the domain
or use it for my new business
can I do this?
You wont be able to use it for your new business as this would be passing off on the old name.
If you paid for it out of your own funds then potentially you could sell it
But again - the remaining Director might try and claim it as an asset and seek an injunction to stop you
could he sue me for that?
If I want to buy him out
Yes you can
Or he could buy you out
how do I establish the price/cost?
as he could say he wants a 1milion
You would need to see an accountant for tat.
I can't give you advice on asset value
so he could estimate the value of the company?
An accountant could yes
do I have any other solution?
As I just want to get out of this business
I do not think so.
Sadly you have no agreement so your options are limited
Can I clarify anything else for you?
if my partner has the stock in his house
how can I get it back, as I own half of it?
You dont own half. The Company owns the stock
You own half the company
This is not a partnership
You own a share of the company, not the stock
so how can I get this back?
You can't - it does not belong to you. It belongs to the Company
the stock has not been paid
and he does not want to pay the supplier?
But that is a matter between the Company and the Creditor
The Creditor could come and take it back if their terms allow that
Can I clarify anything else?
is there are a way of getting anything from this company when I leave?
I don't want to leave everything to this person who can run it
Yes I know but your options are limited as you do not have a Directors agreement or articles of association
Sadly only in hindsight people realise how important these documents are
what about the fact that the company is registered in my flat?
Makes no difference whatsoever
can I change the address, or he can actually keep the company in my address as long as he wants?
Yes you can change it of course.
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thank you very much for today I really appreciate your help
No problem - all the best