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Ash, Solicitor
Category: Law
Satisfied Customers: 10914
Experience:  Solicitor with 5+ years experience
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A UK limited company was set up in 2012 using an online

Customer Question

A UK limited company was set up in 2012 using an online formations company. Therefore the articles of association is just a boiler-plate version. The company was registered with the following shareholders: myself (400 ordinary shares) and a limited company in Norway (600 ordinary shares) total of 1000 ordinary shares.
My business partner, let's call him John, wanting to hide information from an ex-wife asked me to hold his shares (50% of my shares) in good faith, but we have no documentation or agreements in writing.
In 2014 a stock transfer form (J10/J30) was completed and signed by myself and the majority shareholders of the Norwegian Company, transferring 260 ordinary shares to myself, meaning the shareholding is now 660 to myself and 340 to the Norwegian company. The new shareholding figures were submitted to companies house as a return.
During this time, myself, John and the directors of the Norwegian company signed a very simple shareholders agreement which outlines the procedure for the shares. It must be noted that this document was not witnessed by anyone and also states the incorrect company name for the UK company.
Some time during 2015 I filed a return on companies house adding my business partner as a joint shareholder with myself. This was in hindsight done incorrectly as he should have just been added as a normal shareholder. However, no stock transfer form was completed, and no letters were sent to anyone. There are no records of this internally, just the online return.
In February 2016 John decided to take up a new opportunity abroad. He asked our accountant to create a company valuation and started to negotiate with me. He threatened to sell his "shares" to other parties he said were "definately" interested, and used, in my opinion, bullying tactics and heavy-handedness to push me into a corner to agree to purchase half of his shares (165 ordinary shares) at £300,000, over 2-3 years. I did not have the cash however I did source £15,000 loan from a family member as this solved the short term problem of the stress this was causing and he departed the country.
We sat in front of a solicitor (his sister) and signed a contractual agreement (a pretty standard one) to agree the above. On the contract there is a schedule in place to pay him £70,000 this year and the remainder the next year but based on a calculation of profits.
Once he had left, it became clear that, in my opinion, the company was not worth the valuation once he had left. We were now short-staffed and there were several unresolved issues within the company (making it clear he pulled a fast one, and had personal issues in his life he probably wanted to escape from). I wish to pay him some money as good will, however our company is now fighting to keep our head above water and I wish delay payments until we can afford to make any payments at all, and I want to avoid legal action.
He holds certain powers and influences as he now works at the premises of our master supplier, so it's important to keep as good a relationship as possible under the circumstances. He has been quite understanding as to the cash flow issues but will no doubt be pressuring for payments, and using his influence to tarnish my reputation (possibly disrupting my business) if he doesn't get something.
I am now having trouble gaining financial assistance from third party companies, because he was showing as a joint-shareholder on companies house and, for money laundering purposes, I need ID and utility bills showing his address, which he is not able to provide me with.
Since there is no document or form from when he was added as a "joint" shareholder, I have filed a new return removing him from this position.
Only I have access to Companies House webfiling and I have created updated share certificates to myself and the Norwegian companies showing the 660/340 shares etc.
My question is, where do I stand in regards ***** ***** contract that I signed at the solicitor? Seeing as there is no proof that he ever owned 330 shares, and no documentation to support his shareholding except for a brief stint as showing this on companies house, is the contract we signed valid? Or have I admitted to acknowledging his shareholding simply by signing a witnessed contract?
I know it's pretty messy but I'm trying to make the best of the situation having gone through a steep learning curve and I will do anything to save and grow the business with a minimum of problems. I also wish to sell the company in the foreseeable future and obviously all the paperwork needs to be in good order for this to happen.
Submitted: 4 months ago.
Category: Law
Expert:  Ash replied 4 months ago.

Hello my name is ***** ***** I will help you.

What is it you want to achieve please? To own his shares?

Ash, Solicitor
Category: Law
Satisfied Customers: 10914
Experience: Solicitor with 5+ years experience
Ash and other Law Specialists are ready to help you
Customer: replied 4 months ago.
His solicitor is calling me asking for payments as per the schedule, which we cannot meed. I want to hold back payments until the company is in a healthier position, safe in the knowledge that he could not win in a court case against me.
Customer: replied 4 months ago.
I also want to sell the company in the near future and am confused about where I stand in regards ***** ***** paperwork and shares being correct.
Expert:  Ash replied 4 months ago.

Do you have a number we can chat on?

Customer: replied 4 months ago.
it's *********** Is it possible you can call in the next 20 mins as I am alone for 45 mins and it's convenient.
Expert:  Ash replied 4 months ago.

Call now or after 20 mins?

Customer: replied 4 months ago.
Now if possible (07702285570)
Expert:  Ash replied 4 months ago.

Calling now. Alex

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