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Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
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I have currently been a director of ALS years and due to a

Resolved Question:

I have currently been a director of ALS for 7 years and due to a conflict within the two remaining directors myself and Pete, we have decided to split.
We are both 50% shareholders and the business is doing well. I have agreed to sell my shares to him for £80,000 (£60,000 cash and £20,000 in the form of a vehicle) allowing him to keep the current business and staff etc.
Although I have agreed to this he has stated that any monies taken from now until the sale be taken from my shares. We have already had £6,700 taken as dividends which would be deducted from the sale and now I feel he is dragging his feet to see future payments dilute my shares.
Am I able to resign my position of director but keep my share of 50% of ALS and start a new business on my own as a conflicting but non-threatening venture? I need to make an income as I cannot continue with the current situation and see it as totally unfair as he could take his time on the deal until my share are worth nothing as I would have had the money in advance.
I would appreciate your advice.
Submitted: 1 year ago.
Category: Law
Expert:  Ash replied 1 year ago.

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

Do you have a Director or shareholder agreement in place please?
Alex

Customer: replied 1 year ago.
No agreements
Expert:  Ash replied 1 year ago.

Ok then yes you can resign and you will always remain a shareholder unless you sell your shares.

Can I clarify anything for you about this today please?
Alex

Customer: replied 1 year ago.
As im due to sell my shares to the other party for an agreed sum (not in writing) could this cause a conflict with the sale
Expert:  Ash replied 1 year ago.

No. It makes no difference whatsoever unless its conditional upon you remaining a Director.

Does that clarify? Alex

Customer: replied 1 year ago.
I can basically resign and keep my shares, set up a new venture and still have a say in the business?
Customer: replied 1 year ago.
do i need to give notice or can it be immediate
Expert:  Ash replied 1 year ago.

Yes that is correct. You should only give notice if that was agreed. But to be fair its only proper to give notice anyway.

Does that clarify?
Alex

Customer: replied 1 year ago.
my partner is buying me out but taking all dividends taken until the sale as a reduction in the share. surely i would be better off resigning orbut what happens if he changes his mind on the sale?
Expert:  Ash replied 1 year ago.

It's a matter for you. I can only say what the legal options are. But as you say it may focus his attention

Does that clarify? Alex

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