How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask Jo C. Your Own Question

Jo C.
Jo C., Barrister
Category: Law
Satisfied Customers: 30929
Experience:  Over 5 years in practice
12826847
Type Your Law Question Here...
Jo C. is online now

I am a shareholder of a company in the Uk. I owe the 55% of

Customer Question

I am a shareholder of a company in the Uk. I owe the 55% of the shares with 2 shareholders 22.5% each. We have signed a call options after 150k of income shares will change to 40% for me and 30% for each of them. We have signed a loan agreement that they should make a payment every 3 months into the company. We have agreed a salary.
They are not working. They are not paying the loan agreement. And on top of that they are threatening me that I should or put money into the company or buy their shares. Can get back the shares? What options do I have to protect my situation and get back the control of the company for the well being of it.
Submitted: 5 months ago.
Category: Law
Expert:  Alex J. replied 5 months ago.

Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. Is the loan owed to the company directly? Are the shares they own fully paid? Has the share restructuring actually taken place and the call option exercised?

Customer: replied 5 months ago.
Dear Alex,Thank you very much for your quick answer and help.The loan is owed by the company directly, I signed the loan agreement representing the company, but the doc states (1) Company (2) each of the shareholders except me.
The shareholders agreement was done estructuring a percentage to each part 550 to myself and 225 shares for each of them, we never sold shares, we just structured the company directly without any monetary agreement.
The call options agreement and restructuring has not yet taken place, we are starting, we just finished the website and are working to grow, I am the one who has experience in the sector, they are constantly changing my strategy and not letting me decide or do for the best of the company. So a we don´t understand each other, they are saying that either I buy their shares for 25.000 euros each, when legally they only added 9.000 each as the first installment loan, or the three of us add money into the company so that we can achieve the target of sales by 2019.
I have given my idea, project and shares for free, in exchange of a salary and help.
I have no help and they are asking me to put money so that we rich the target. They were supossed to send 10.000 euros each on the 1st of June and they haven´t.Kind Regards,
Expert:  Alex J. replied 5 months ago.

Hi, Thank you. Just so I am clear, they agreed to loan the company money in exchange for their shares? Does the company have any assets? Kind regards AJ

Customer: replied 5 months ago.
Hi Alex,This is the agreement,BETWEEN
(1)
(2)
(each a “party” and together the “parties”).NOW IT IS HEREBY AGREED as follows:
1 Definitions
1.1 In this Agreement the following words and expressions shall have the following meanings:
“Agreement” means this Loan agreement and its schedules;
“Commencement Date” means the date of drawdown of the first Loan;
“Default” means any event or circumstances as specified in Clause 5; and
“Facility” means the term loan facility made available under this Agreement;
“Loan” means a loan made or to be made by the Lender to the Borrower under this Agreement or the principal amount outstanding for the time being of that loan; and
“Repayment Date” means the date specified in Schedule 1 below.
1.2 Clause, headings shall not affect the interpretation of this Agreement.
1.3 References to clauses and schedules are to the clauses and schedules of this Agreement.
1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.5 A reference to a party shall include that party's personal representatives, successors and permitted assigns
1.6 A reference to writing or written includes fax but not e-mail (unless otherwise expressly provided in this Agreement).
2 The Facility
2.1 The Lender agrees to provide the Borrower with a short term loan facility under the terms of this Agreement as set out in Schedule 1. The Loan, or any part of the Loan that remains unpaid, plus interest shall be paid in full on the Repayment Date as specified in Schedule 1.
3 Commencement
3.1 This Agreement shall be deemed to be made on the day it is received by the Lender having been signed by the Borrower.
4 Purpose
4.1 The Borrower shall use all sums borrowed by it under this Agreement for additional working capital finance.
4.2 The Lender is not obliged to monitor or verify how any amount under this Agreement is used.
5 Default
5.1 The Loan plus interest shall (subject to the service of notice and/or the obtaining of any court order) become immediately due and payable by the Borrower, in so far as then remaining unpaid, if any of the following events occurs:-
(a) non-payment of any payments due (including interest) within 30 days from the date on which it is due
(b) commencement of any insolvency proceedings against the Borrower or the Borrower making an arrangement with creditors; or
(c) any procedure being used against the Borrower or the Borrower making an arrangement with creditors.
5.2 The Borrower shall be liable for any costs incurred by the Lender in taking any steps to obtain payment of monies due under this Agreement.
6 Security
6.1 Notwithstanding the terms of any charge created by the Borrower to secure other sums due to the Lender, this Agreement is and will remain unsecured.
7 Drawdowns
7.1 The Facility is made, or is to be made available for drawdown in Loans as follows:
(a) €9,000 on 3rd February 2016;
(b) €10,000 on 1st June 2016; and
(c) €10,000 on 3rd October 2016,
8 Repayment
8.1 Repayment will be in accordance with Schedule 1.
8.2 Without any obligation upon the Lender to do so, the Lender shall be entitled to allow the Borrower extended time to pay or grant any other indulgence to the Customer without affecting any of the rights of the Lender in whole or in part.
9 Interest
9.1 Interest on each outstanding Loan shall accrue on a daily basis.
10 Voluntary Prepayment
10.1 The Borrower may prepay part or all of a Loan at any time by notifying the Lender 7 days in advance. The Borrower may only do this if the notice:
(a) specifies the amount of the prepayment which, if it is less than the outstanding Loan, must be a whole multiple of £1,000;
(b) the date of the prepayment; and
(c) an interest payment date for the Loan being prepaid.
10.2 On prepayment of part or all of a Loan in accordance with Clause 10.1, the commitment of the Borrower shall immediately be reduced by an amount equal to the amount of the Loan prepaid.
10.3 The prepayment of the Borrower does not result in an event of Default.
11 Assignment
11.1 The Lender may assign any of its rights, or transfer any of its rights or obligations by novation.
11.2 The Borrower may not assign any of its rights or obligations under this Agreement.
12 Communications
12.1 Any notice given under this Agreement shall be in writing and shall be delivered by hand, email, or sent by pre-paid first class post or recorded delivery post to the address of the party as set out in Clause 12.4, or to such other address notified to the other parties.
12.2 A notice delivered by hand
Customer: replied 5 months ago.
This is the call options agreement,BETWEEN
(A)
(B)
WHEREAS
(1) The Seller is the legal and beneficial owner of the Option Shares and has agreed to enter into a call option in favour of the Buyer on the terms of this Agreement.
(2) The Company is a private company limited by shares incorporated in England and Wales. The Company's issued share capital is divided into 1000 fully paid Ordinary Shares of £0.001 each.NOW IT IS HEREBY AGREED as follows:
1 Definitions
1.1 In this Agreement the following words and expressions shall have the following meanings:
“Agreement”
means this deed including the provisions in the Schedules hereto;
“Business Day”
means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Company”
means Booking English Limited, a company incorporated in England and Wales with registered number 09893212, whose registered office is at c/o Preiskel & Co LLP, 4 King’s Bench Walk, London, EC4Y 7DL;
“Completion”
means the completion of the exercise of the Option as described in clause 7;
“Consideration”
means the purchase price for the Option Shares payable by the Buyer on Completion as set out in clause 6;
“Exercise Notice”
means the written notice given by the Buyer in accordance with clause 5.1;
“Holder”
in relation to a Share means the person whose name is ***** ***** the register of members as the holder of that Share;
“Lapse”
means the lapse of the Option in accordance with either clause 2.2 or clause 4;
“Leaver”
means a Shareholder that sends a Transfer Notice to the Company in accordance with Clause 13.1 of the Shareholder’s Agreement;
“Leaving Date”
means, in relation to a Leaver, means, the date in which the Leaver’s Shares are transferred in accordance with Clause 13 of the Shareholder’s Agreement;
“Option”
means the option granted in favour of the Buyer by clause 3;
“Option Period”
means the time during which the Buyer may exercise the Option, as set out in clause 4;
“Option Shares”
means the 75 Ordinary Shares of £0.001 each in the capital of the Company legally and beneficially owned by the Seller;
“Ordinary Shares”
means ordinary share of £0.001 each in the capital of the Company;
“Reorganisation”
means, in relation to the Company:
(a) a subdivision, consolidation of the Ordinary Shares;
(b) a reduction of capital (of whatever nature, but excluding a cancellation of capital that is lost or not represented by available assets), or any other reduction in the number of Ordinary Shares in issue from time to time;
(c) an issue of Ordinary Shares by way of dividend or distribution;
(d) an issue of Ordinary Shares by way of capitalisation of profits or reserves (including share premium account and any capital redemption reserve); or
(e) a consolidation, amalgamation or merger of the Company with or into another entity (other than a consolidation, amalgamation or merger following which the Company is the surviving entity and which does not result in any reclassification of, or change in, the Ordinary Shares);
“Shares”
means the Ordinary Shares of the Company;
“Shareholder’s Agreement” means the shareholder’s agreement signed by the Founder Shareholders Dated 27 January 2016;
“Statutory Accounts”
means the statutory accounts of the Company required by law to be filed by the Company (audited if necessary) in any financial year.
1.2 Clause, headings shall not affect the interpretation of this Agreement.
1.3 References to clauses are to the clauses of this Agreement.
1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.5 A reference to a party shall include that party's personal representatives, successors and permitted assigns
1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to provided that, as between the parties, no such amendment, extension or re-enactment made after the date of this Agreement shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.
1.9 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.10 A reference to writing or written includes fax but not e-mail (unless otherwise expressly provided in this Agreement).
1.11 Any
Customer: replied 5 months ago.
SHAREHOLDERS' AGREEMENT RELATING TO
BOOKING ENGLISH LIMITEDTHIS DEED is dated 27 January 2016BETWEEN:
(1) ME
(2) Shareholder 1
(3) Shareholder 2
(4) CompanyWHEREAS:
(A) The Company's Shares are 1,000 Ordinary Shares of £0.001.
(B) Each initial Shareholder is the registered owner of the number of Shares set out opposite his/her name in Schedule 1, Part 2.
(C) ME and the Company have entered or wish to enter into a Loan Agreement on the terms set out in Schedule 3, Part 1.
(D) SHAREHOLDER 1 and the Company have entered or wish to enter into a Loan Agreement on the terms set out in Schedule 3, Part 2.
(E) ME and SHAREHOLDER 2 wish to enter into a Call Option Agreement on the terms set out in Schedule 4, Part 1.
(F) ME and SHAREHOLDER 2 wish to enter into a Call Option Agreement on the terms set out in Schedule 4, Part 2.
(G) The parties have agreed to enter into this Agreement as a deed for the purpose of regulating the exercise of their rights in relation to the Company and for the purpose of making certain commitments as set out in this Agreement.NOW IT IS HEREBY AGREED as follows:
1 Definitions
1.1 In this Agreement the following words and expressions shall have the following meanings:
“Agreement”
means this deed including the provisions in the Schedules hereto;
“Articles of Association”
means the articles of association of the Company as amended or superseded from time to time;
“Bank Account”
means the Company’s bank account with Barclays Bank PLC, or as otherwise agreed by the parties from time to time;
“Board”
means the board of Directors of the Company;
“Business Day”
means any day other than a Saturday or Sunday on which banks are ordinarily open for business in London;
“Call Option Agreement”
means either the call option agreement between ME and Shareholder 1 as attached in Schedule 4, Part 1 to this Agreement or the call option agreement between Me and shareholder 2 as attached in Schedule 4, Part 2 to this Agreement;
“Connected Person”
has the meaning given in section 1122 of the Corporation Tax Act 2010;
“Deadlock”
means a situation in respect of a Reserved Matter, or any other matter that requires an unanimous decision by the Founder Shareholders under the Agreement, where an unanimous decision cannot be made by the Founder Shareholders;
“Deed of Adherence”
means a deed of adherence in substantially the form set out at Schedule 2 attached to this Agreement;
“Director”
means any director of the Company;
“Employee”
means a consultant, a director or an employee of the Company from time to time;
“Encumbrance”
means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, claim, licence or other encumbrance, security interest, right or arrangement having similar effect;
“Fair Price”
means such price as the Leaver and the Company shall agree within ten days after the date of the relevant Transfer Notice or, failing such agreement, such price as the Independent Expert shall determine pursuant Clause 14;
“Founder Shareholders”
means Me, Shareholder 1 and Shareholder2;
“Holder”
in relation to a Share means the person whose name is ***** ***** the register of members as the holder of that Share;
“Independent Expert”
means an independent firm of accountants acting as an expert and not as an arbitrator asked to determine the Fair Price pursuant to the Articles of Association;
“Intellectual Property Rights”
means patents, trademarks, service marks, trade names, rights in designs, get-up, domain names, websites, copyrights, database rights (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing), rights in inventions, know-how, trade secrets and other confidential information, rights in computer software, including source code, operating systems and specifications and all other intellectual property rights of a similar or corresponding character which may now subsist in any part of the world;
“Leaver”
means a Shareholder that sends a Transfer Notice to the Company for all of his/her Shares in accordance with Clause 13.1;
“Leaver’s Options”
means all of the Options held by a Leaver on the Leaving Date; and
“Leaver's Shares”
has the meaning specified in Clause 13.1 of the Agreement;
“Leaving Date”
means, the date in which the Leaver’s Shares are transferred in accordance with Clause 13;
“Loan”
means the loan made or to be made to the Company under the relevant Loan Agreement, or the principal amount outstanding for
Customer: replied 5 months ago.
Please let me know if you need more information, Kind Regards,
Customer: replied 5 months ago.
The shareholders agreement is incomplete, let me know if you need the complete version to understand better the situation. Thank you for your help.
Expert:  Alex J. replied 5 months ago.

Hi, Thank you. I will review this but it will take me a while. Please do not be concerned if you do not hear from me right away. Kind regards AJ

Customer: replied 5 months ago.
Ok, Alex, thank you very much.
I am just under pressure and need to take a decision.
Either buy their shares for the money they request 25k each, which I think is unfair and I need to know if there is a way around to get back the control of the company without having to spend so much.Kind Regards,
Expert:  Alex J. replied 5 months ago.

Thank you. Kind regards AJ

What Customers are Saying:

 
 
 
  • Thank you so much for your help. Your answers were really useful and came back so quickly. Great! Maggie
< Previous | Next >
  • Thank you so much for your help. Your answers were really useful and came back so quickly. Great! Maggie
  • A quick response, a succinct and helpful answer in simple English. I believe I can now confront the counter party with confidence -- worth the 30 bucks! Rick
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C.
  • This expert is wonderful. They truly know what they are talking about, and they actually care about you. They really helped put my nerves at ease. Thank you so much!!!! Alex
  • Thank you for all your help. It is nice to know that this service is here for people like myself, who need answers fast and are not sure who to consult. GP
  • I couldn't be more satisfied! This is the site I will always come to when I need a second opinion. Justin
  • Just let me say that this encounter has been entirely professional and most helpful. I liked that I could ask additional questions and get answered in a very short turn around. Esther
 
 
 

Meet The Experts:

 
 
 
  • Jo C.

    Jo C.

    Barrister

    Satisfied Customers:

    30316
    Over 5 years in practice
< Last | Next >
  • http://ww2.justanswer.com/uploads/EM/emus/2015-7-7_192327_bigstockportraitofconfidentfemale.64x64.jpg Jo C.'s Avatar

    Jo C.

    Barrister

    Satisfied Customers:

    30316
    Over 5 years in practice
  • http://ww2.justanswer.com/uploads/BE/benjones/2015-12-1_0437_ennew.64x64.jpg Ben Jones's Avatar

    Ben Jones

    UK Lawyer

    Satisfied Customers:

    11553
    Qualified Solicitor - Please start your question with 'For Ben Jones'
  • http://ww2.justanswer.com/uploads/BU/Buachaill/2012-5-25_211156_barrister5.64x64.jpg Buachaill's Avatar

    Buachaill

    Barrister

    Satisfied Customers:

    1754
    Barrister 17 years experience
  • http://ww2.justanswer.com/uploads/JO/jojobi/2013-3-19_0265_maxlowryphoto.64x64.jpg Max Lowry's Avatar

    Max Lowry

    Advocate

    Satisfied Customers:

    894
    LLB, 10 years post qualification experience
  • http://ww2.justanswer.com/uploads/UK/UKLawyer/2012-4-12_9849_F2.64x64.jpg UK_Lawyer's Avatar

    UK_Lawyer

    Solicitor

    Satisfied Customers:

    750
    I am a qualified solicitor and an expert in UK law.
  • http://ww2.justanswer.com/uploads/KA/Kasare/kasare.64x64.jpg Kasare's Avatar

    Kasare

    Solicitor

    Satisfied Customers:

    402
    Solicitor, 10 yrs plus experience in civil litigation, employment and family law
  • http://ww2.justanswer.com/uploads/OS/osh/2015-7-7_19268_gettyimagesb.64x64.jpg Joshua's Avatar

    Joshua

    Lawyer

    Satisfied Customers:

    8199
    LL.B (Hons), Higher Prof. Dip. Law & Practice
 
 
 

Related Law Questions