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Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
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Hello, I am director of a limited company, my business

Resolved Question:

Hello,

I am director of a limited company, my business partner and I are 50/50 shareholders.

I'm afraid we have none of the following documents: Shareholders agreement, directors contract of employment, directors loan agreement. The business has moved very fast and excuses excuses etc etc.

I would like to resign as director. Do I have any rights to anything in our cash account?

Am I able to dissolve the company myself without consent or at least have some control from which we can negotiate a fair settlement of accounts. I'm not unreasonable but my business partner probably is so I'd like to know what leverage I have.

Thanks
Submitted: 3 years ago.
Category: Law
Expert:  Ash replied 3 years ago.

Alex Watts :

Hello my name is XXXXX XXXXX I will help you with this. Please note that I am a working Solicitor and may be on and offline as I have to attend Court and meet with clients, even at weekends. As such you may not get an instant response when you reply as this is not an ‘on demand’ live service, but rest assured I will be giving your question my immediate attention upon return. There is no need to wait here, you will get an email when I reply.

Alex Watts :

Yes you can resign at any time you are free to do this.

Alex Watts :

You will resign as a Director but will always be a shareholder unless you give up that share or sell it.

Alex Watts :

You are not entitled to any cash - it belongs to the Company, not you.

Alex Watts :

You can't dissolve the Company without consent because it needs 51% to pass a resolution.

Alex Watts :

What you need to do is get an accountant say to value the business and then your partner can buy you out.

Alex Watts :

However unless this is agreed then you remain a shareholder and the Company must be run for the benefit of the shareholders.

Alex Watts :

There would need to be an AGM and profits can be declared.

Alex Watts :

Can I clarify anything for you about this today please?

Customer:

Thanks Alex.

Customer:

Does my partner get a casting vote if he is the only director and the shareholders are deadlocked?

Customer:

Can I freeze our business bank account if we're in conflict?

Alex Watts :

If that is in accordance with the articles yes, he would get the casting vote, otherwise no. But as you say you do not have anything so no, he would not.

Alex Watts :

You can't freeze the account as it belongs to the Company

Alex Watts :

Does this clarify?

Alex Watts :

If this answers your question could I invite you leave feedback on my service which I hope has been excellent today, if you need more information or help then please click reply.


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