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Alex J.
Alex J., Solicitor
Category: Law
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Experience:  Solicitors 2 years plus PQE
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I am a director of a CIC along with 2 other directors. One

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I am a director of a CIC along with 2 other directors. One of the directors has resigned and the other wants to close the company and retain the IP of the company. I am being bullied into resigning. I do not want to, as the company has a strong brand presence. What is my legal position
Submitted: 1 year ago.
Category: Law
Expert:  Alex J. replied 1 year ago.
Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. Are you a shareholder of the company? Kind regards AJ
Customer: replied 1 year ago.
I don't think there are shares its a CIC
Customer: replied 1 year ago.
There were 3 directors. 1 is in the process 0f resigning
Customer: replied 1 year ago.
Just looked it up. This is what it says
Company type
Private company limited by guarantee without share capital — Community Interest Company (CIC)
Expert:  Alex J. replied 1 year ago.
Hi, Thank you. If it is a company limited by guarantee who are the members of the company? Also if it is a CIC company does it have any form or regulator or public ownership that the IP might revert to?
Customer: replied 1 year ago.
There is no public ownership. The IP is owned by myself and the other director who is trying to force me to close the company
The CIC was made up of 2 Creatives and One Food Festival Organiser. The Festival Organiser has now resigned.
Expert:  Alex J. replied 1 year ago.
Hi, Thank you. If the IP is owned by you, is it licensed to the company? Kind regards AJ
Customer: replied 1 year ago.
Basically the original ideas for the festival, the brand name and identity was developed by the both of us. The logo itself is not registered, neither is the name. BUT the festival in the first 3 years was very successful, and the brand for the festival is so good that its value in terms of credibility and ability to apply for funding for future projects is very good. The other director and myself rely entirely on public funding to create our work, but by taking the company and forcing me out, he gets to retain all of the goodwill and reputation the brand has established. I hope this makes sense.
Expert:  Alex J. replied 1 year ago.
Hi, Thank you. Is this director planning to just take the name and start the festival himself? If you have a claim to the ownership of the name, he would not be able to do this - have you considered registering the name as a trade mark?
Customer: replied 1 year ago.
Hi, sorry for the delay. Yes, from what I can gather he is claiming that he came up with the name, set up the company and invited me to co-curate after the funding was in place. He is asking me to return all the images and associated paperwork for the business. He intends to carry on by himself, using the company name and the company history to propel himself. I am basically just wandering if he can shut down a CIC without my permission and what my position is legally. The company was not set up as he now states.He actually left the CIC for 6 months in 2013, only later coming back as a director after I had secured an extra year of funding. In my opinion, all of the hard work and graft in setting up the company was carried out by me and I just need to know whether he can claim ownership.
Expert:  Alex J. replied 1 year ago.
Hi, Thank you. To close the company down and put it into liquidation you would need a members resolutions (special resolution) and approval from the directors. If the company goes into liquidation the history and good will, will be worthless. If the company never actually owned the name and you created the name and can prove this, there is nothing to stop you starting your own concept with the same name. Is this Director one of the members?
Customer: replied 1 year ago.
Expert:  Alex J. replied 1 year ago.
Hi, Thank you. Does he represent 75% or more of the voting members? Also can he prove the company owns the goodwill and IP?
Customer: replied 1 year ago.
No we all owed 33.333%, with one director resigning we now own 50% each I imagine
He can't prove he owns any of the blinc brand because there is no trade mark etc
Expert:  Alex J. replied 1 year ago.
Hi, Thank you. He wont be able to definitively prove he is entitled to ownership of the company assets on liquidation. He also wont be able to force the company into liquidation without a 75% voting majority. Alternatively without a registered trade mark you cannot stop taking the vague concept and developing it further. If you took away the name - does the company have anything else of any worth?
Alex J. and other Law Specialists are ready to help you
Customer: replied 1 year ago.
No assets at all. Thats Great so he can't do anything really with the company without my consent. I may just register the trade mark to protect myself . many Thanks, ***** ***** I understand
Expert:  Alex J. replied 1 year ago.
Hi, Thank you. You are correct as long as you are member and have at least the 33.3% you have referred to you can block the company from being placed into liquidation. If you have any further information please do not hesitate to contact me. Kind regards AJ

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