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Jo C.
Jo C., Barrister
Category: Law
Satisfied Customers: 30929
Experience:  Over 5 years in practice
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hello. my father died two years ago leaving three brothers

Customer Question

hello. my father died two years ago leaving three brothers a third each of a caravan site, one brother already had shares in the company and now has 60% of it. muself and my other brother have 205 each, The property is worth about one and a half million. We do not get a dividen and we want to sell are shares. The accountant says we should ask our brother for 65 thousand each for our shares{ the companies accountant} my brother will not sell to release the full value of our shares, is there anything we can do.
Submitted: 2 years ago.
Category: Law
Expert:  Nicola-mod replied 2 years ago.
Hello,
I've been working hard to find a Professional to assist you with your question, but sometimes finding the right Professional can take a little longer than expected.
I wonder whether you're ok with continuing to wait for an answer. If you are, please let me know and I will continue my search. If not, feel free to let me know and I will cancel this question for you.
Thank you!
Nicola
Customer: replied 2 years ago.

Hi carry on. Its not a question that I thought would be that easy

Expert:  Nicola-mod replied 2 years ago.
Hello,
We will continue to look for a Professional to assist you.
Thank you for your patience,
Nicola
Expert:  Alex J. replied 2 years ago.
Hi,
Thank you for your question and welcome.
My name is ***** ***** I will assist you.
Who are the directors of the company?
Do you have a shareholders agreement?
Kind regards
AJ
Customer: replied 2 years ago.

Robert my brother runs the buisines he works there and lives there, he has 60% of the shares. we can sell the shares but he has first refusal. there are only three shareholders myself and my other brother hold 20% of the shares each. Because we have a minority shareholding the shares are not worth a lot esoecialy with no dividen being paid for two years

Expert:  Alex J. replied 2 years ago.
Hi,
Thank you.
Does he take any more out the company himself?
Does he pay himself a salary or dividends?
Kind regards
AJ
Customer: replied 2 years ago.

He pays himself a salary and his wife for working there but no dividends.

He lives there so he doesn't pay rent or domestic bills but doesn't take money out of the company. he is in a position where he can spend money on the company and can borrow against the company. he currently has 300,000 in loans for the buisnise

Expert:  Alex J. replied 2 years ago.
Hi,
Thank you for you.
My apologies but one more question, does the company actually make a profit? I.e can it pay dividends?
If the company is making a profit and does not distribute them, does it have cash reserves?
Kind regards
AJ
Customer: replied 2 years ago.

It could make a profit, but in my opinon to much is paid out in wages, but on paper it doesn't make a profit, it has no cash reserves. my brother and his wife have a good income out of the business that is probrably the reason they do not want to sell.

Expert:  Alex J. replied 2 years ago.
Hi,
Thank you.
Unfortunately without their agreement, your option really is to go to court and force a sale of the company.
Under S.994 of the Companies Act 2006 - you are entitled to claim for unfair prejudice of a minority shareholder. Essentially the fact that he is paying himself instead realizing a profit for the company means he is not acting in the best interests of the company as a whole under S.172 and you could go to court forcing him to buy your shares.
There are also various provisions concerning directors service contracts and their approval - it may be that his is not approved. DO you have any information such as the accounts - you can download these from Companies House and find out what he is paying himself.
I look forward to hearing from you.
Kind regards
AJ
Customer: replied 2 years ago.

can I email them to you and if so how do I do it ie a direct email address

Expert:  Alex J. replied 2 years ago.
Hi
Thank you.
You can send them to***@******.***
It may take a little while to filter to me so please do not be concerned if you do not hear from me right away!
Kind regards
AJ

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