I am considering winding up the compnay and starting again as you stated. However, where are mentioned either dirivitive action or to sue, can I try to just sue through the court without too much expense as dirivitive action is an expensive claim, or will this have to be legally dealt with via a dirivitive claim as he is a shareholder?
Thank you for the information so far. I now understand that I will have to claim via derivative action as I am not personally owed the money.
However, can you clarify if the company can just put a claim in against this shareholder instead (as the company is owed the money)? I understand that he will still remain a shareholder. but, if I as the sole director can prove his wrong doings, is this a possible solution to take him to court relatively easily without too much expense?
I see. So the company cannot sue him as he can vote against this action. Therefore dirivative action is the only way. In this case a windup seems sensible.
Thank you for the advice
I hope I can still ask one last Q in relation to this thread. My solicitor has said he has not heard of the need for a board resolution which means that I cannot sue the shareholder. Can you clarify where this is stated in the companies act? Thank you so much for all of your insight.
Perfect. Precise and prompt! Thank you.
I agree with the legal standing here you are quoting. It's just that my solicitor is wanting me to authorise the company to sue him and I don't want to waste the money, as I agree with you.
My solicitor does agree that a resolution needs to take place and will fail as you said, but they say that as I am the only director of the company (the defendant a non director with 50% shareholding), that I can sue on the grounds that as a director that deals with the companies day to day decisions, that a decision to bring legal proceedings is up to me.
They say that this is a directors decision and not a shareholders and I can argue that this is in the best interests of the company as the sole director to sue him.
Am I receiving the wrong advice from my solicitors, as they say I can claim as a director rather than being the other 50% shareholder and there is nothing he can do to stop me.
I am worried about allowing them to put forward a claim and finding its all a waste of time.
I am happy to pay the additional amount but not sure where to do this. I can't see the area where a tip can be donated.
Thank you. This makes sense as I agree this will put pressure on him to 'hopefully' negotiate with me so I can aim to gain his 50% share and then carry on alone as a 100% shareholder. If however, he decides not to take my court claim seriously, should I assume that I can take this claim through the courts and that the claim will be heard by a judge, or will I indeed be back to square one as he can argue that the claim should be dismissed as it has not been authorised via a shareholder board resolution?
Thank you for the comprehensive adviceCustomer/p>