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Jo C.
Jo C., Barrister
Category: Law
Satisfied Customers: 30620
Experience:  Over 5 years in practice
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There are two 50% shareholders of which I am one, in our Ltd

Customer Question

There are two 50% shareholders of which I am one, in our Ltd company. The other shareholder is the sole director.
I believe there to be a lot of issues with our accounts and the accountant wont speak to me.
Can I as a 50% shareholder, demand for a full audit of accounts? Can you clarify if the company is liable to pay for this?
Do I have to prove that an audit is necessary through the courts and also do I have to get a court order demanding the director to arrange for an audit?
Does the company decide who to use? Can he just appoint the existing company accountant or does this have to be a new, unknown to the company, accountant.
So many areas of questioning
Many thanks.
Submitted: 10 months ago.
Category: Law
Expert:  Alex J. replied 10 months ago.
Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. Do you have a shareholders agreement? What is he doing that makes you concerned to see the accounts? Kind regards AJ
Customer: replied 10 months ago.

There is no shareholders agreement. I believe we only have model articles.

The compnay which is an fca regulated business must have a percentage of equity under the fca guidelines. The company suffered losses 2 years ago due to the directors fault. The accountant then set the annual accounts that rather than stating that the money we were paid as shareholders were dividends, they were loans from the company, thus showing that the company had assets via the loans. The loans have been outstanding for over 11 months and tax has already been paid on the loans to hmrc. As I have fallen out with the other shareholder and sole director, he is trying to do a deal with me to say he wants my 50% shareholder of the company and will off set my loan to get the deal done. however, a loan never existed and was purely to show that the compnay had an asset via the loan, which in turn I didn't know about until recently. As far as I am concerned, this money has just a div, that was paid to me weekly through the year, as was his dividend

Expert:  Alex J. replied 10 months ago.
Hi, Thank you. Convert the dividends to a loan he would have required your consent there is no doubt about that. Do you want to continue working with this person? To be honest with you, if you want to see the books, the easiest way would be to say- you accept his dead (subject to contract and due diligence) - you can then say you will need to see all the books and bank accounts to conduct a fair valuation? Otherwise you have no right as a shareholder to see the audited accounts. This is a concerning situation as your company is regulated - are you a named principal of the business?
Customer: replied 10 months ago.

Thank you for the response. I am not a principle. The other 50% shareholder is the sole principle and sole director. The company was licenced in his sole name as a directly authorised company. A year later, I entered as a 50% shareholder and I worked at the company until recently. The other issue that stands, is that the director is trying to claim that I owe this supposed loan back to the company. However the loan never existed. I assume he needs to prove this. I was under the impression that either way, he cannot sue me, as he will need to seek a board resolution to sue me, but will fail as I hod 50% of the shares. However, as a sole director, perhaps he can try to do this as a director due to his running of the company. This is of course a great concern to me as the accounts show a loan to me on the final annualised document, but of course I know that this is false and just a case of making the figures fit for fca purposes.

Expert:  Alex J. replied 10 months ago.
Hi, Thank you. Was the dividend (subsequently converted into a loan) approved by the board and then by the shareholders? Kind regards AJ
Customer: replied 10 months ago.

This was never approved by the board/ shareholders etc.

Expert:  Alex J. replied 10 months ago.
Thank you.
When you accepted the dividend/loan money - was it confirmed to you in writing at all that this was in fact a dividend?
Kind regards
Customer: replied 10 months ago.

This was never confirmed as a dividend or a loan. Whenever I had sold any business through the company, the company paid me, This was usually on a weekly basis. At the end of the tax year, I would have assumed that this lot would have been classed as dividends

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