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tdlawyer
tdlawyer, Lawyer
Category: Law
Satisfied Customers: 1096
Experience:  11 years experience of general practice.
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my husband and a partner are directors of a ltd company that

Resolved Question:

my husband and a partner are directors of a ltd company that is not profitable as there are not sufficient funds. He is 51% she is 49%. Closing the company is not a good option as they are guarantors of a commercial lease. She wants out and money back. Can she do this? Her solicitors letter is suggesting she acted with naievety about the position she is now in. My husband has suggested that she should buy him out and renegotiate a lease to a smaller premises which could be profitable. Is this a reasonable response and he be bought out (at the cost of the amount he has invested) if the company is not profitable.
Submitted: 2 years ago.
Category: Law
Expert:  tdlawyer replied 2 years ago.
tdlawyer :

Hi thanks for your question. My name is***** should be able to assist with this.

tdlawyer :

They can obviously seek to agree anything they like to try and get out the the position they're in. However, forcing one to do something they dont want to do might be more difficult and whether they can do this will depend on the terms of the agreements they had beetween them when they entered into the venture together to start with.

tdlawyer :

If they agreed nothing, then it comes down to normal principles of company law etc.

tdlawyer :

In essence, one cannot realistically force the other out or to buy their interests.

tdlawyer :

At least, not without a suggest of unfairly prejudicial conduct against the minority holder.

tdlawyer :

It sounds like they both want out: they can only get that, with the other reamining, if they can agree (or have already agreed) to this happening.

Customer:

thank you

Customer:

can the minority holder claim ignorance to the terms of the agreement leaving majority holder liable?

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