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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3695
Experience:  Solicitors 2 years plus PQE
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Good Afternoon I am involved in a family business myself and

Resolved Question:

Good Afternoon
I am involved in a family business myself and my brother, I have 15% shares in the business I am also Company Secretary, Four weeks ago I walked away from the business after he verbally abused me and many other reasons, can you please advise me if I am liable in anyway if he decides to stop trading as I feel this will happen due to a downturn in work. Also am I able to resign myself as company secretary using form TM02
Kind Regards
Submitted: 1 year ago.
Category: Law
Expert:  Jo C. replied 1 year ago.
Hi.
Thank you for your question. My name is ***** ***** I will try to help with this.
Is this a limited company?
Expert:  Alex J. replied 1 year ago.
Thank you for your question. My name is***** am a company law expert and my colleague as asked me to assist you. If you were not a director of the company, have not personally guaranteed its debts and have not taken any of the company assets or money, your will not be personally liable for its debts. Your only liability will be limited to your paid up share capital. Did you pay for your shares?
Customer: replied 1 year ago.
Hi thank you for the reply,
No I did not pay for my shares, My father was originally the founder of the company, the company brought my father out in 2010 which meant the company went 50/50 my brother did not want to work under these terms so paid me 17k for my 35% which left it 15% to me and 85 my brother .
Expert:  Alex J. replied 1 year ago.
Hi,
Thank you.
Do you know what the nominal value of your shares is? For example do you have 15 shares of £1 each?
Kind regards
AJ
Customer: replied 1 year ago.
Hope this helps
Expert:  Alex J. replied 1 year ago.
Hi
Thank you.
You have 120 shares I presume.
If so your shares are worth £1.00 each - if the company went into liquidation and they remained unpaid, you may have to contribute £120 to the company assets.
Kind regards
AJ
Customer: replied 1 year ago.
Ok thank you very much for your help, just one last question am I able to resign myself as company secretary using form TM02 or does the director have to sign this form.
Expert:  Alex J. replied 1 year ago.
Hi,
Thank you.
I would recommend you send the company (to its registered office) a letter of resignation. Keep a copy of the letter, make sure it is dated.
You can sign the TM02 as long as your signature date and resignation date are the same. If you are back dating the resignation for any reason, then a director must sign it.
A company secretary does not really have anything more than an administrative function. Therefore if you are still on the records because the company has not updated them, it should make no difference. Your resignation letter will be evidence of your resignation, and as secretaries are not responsible for company management they are not accountable in the same way as directors.
Any feedback is gratefully received,
Kind regards
AJ
Alex J., Solicitor
Category: Law
Satisfied Customers: 3695
Experience: Solicitors 2 years plus PQE
Alex J. and other Law Specialists are ready to help you
Customer: replied 1 year ago.
Thank you AJ this has really helped