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Ash
Ash, Solicitor
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Experience:  Solicitor with 5+ years experience
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Two tradesmen with independent existing LTD companies, my new

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Two tradesmen with independent existing LTD companies, my new business partner (BP) and I started new Ltd company speciailising in property management, trading 13 months. £150k turnover, 15 nett profit. £0k assets, 4k in tools purchase.
Two shareholders 50/50 ownership. Standard articles, no director agreement, no shareholder agreement. I was not a director, BP was sole director, no employment agreement. We charged the new company a management fee from our existing companies. After disagreement BP wrote email saying he wanted to fold company "next week" and he did not want to be involved in any other projects. I want to continue trading. I appointed myself as second director as I'm not sure if BP has the best interests at heart and can't see how he is maintaining his fiduciary duty.
Q1, I believe he can't voluntarily liquidate the company without 75% of members agreeing, I don't agree so he can't
Q2, Given his written request not to be involved any longer can I accept this as his resignation and remove him as a Director?
Q3, Without assets I am assuming that the easiest position is to split the cash position 50/50 in lieu of him returning his shareholding to the Company?
Q4, Can he claim over the 50% of the cash position for any goodwill element, and di I have to accept any offer he may make for selling his share back
Think that covers it
Submitted: 1 year ago.
Category: Law
Expert:  Nicola-mod replied 1 year 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 1 year ago.

I'm happy to wait another 48hrs

Expert:  Nicola-mod replied 1 year ago.
Hello,
We will continue to look for a Professional to assist you.
Thank you for your patience,
Nicola
Expert:  Ash replied 1 year ago.
Hello my name is ***** ***** I will help you with this.
I note what you say about Directors agreement etc. is anything whatsoever in writing?
Customer: replied 1 year ago.

No nothing.

Expert:  Ash replied 1 year ago.
Q1, I believe he can't voluntarily liquidate the company without 75% of members agreeing, I don't agree so he can't
Correct
Q2, Given his written request not to be involved any longer can I accept this as his resignation and remove him as a Director?
Yes.
Q3, Without assets I am assuming that the easiest position is to split the cash position 50/50 in lieu of him returning his shareholding to the Company?
Yes
Q4, Can he claim over the 50% of the cash position for any goodwill element, and di I have to accept any offer he may make for selling his share back
He can either sell his share or you can sell the business or assets. If you do then you split this 50/50 less debts.
Can I clarify anything for you about this today please?
Alex
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience: Solicitor with 5+ years experience
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Customer: replied 1 year ago.

Thanks Alex

Expert:  Ash replied 1 year ago.
If this answers your question might I ask you to rate my answer before you go today please, the button should be at the bottom of the screen.
If you need more help please click reply.
Alex

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