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 Ash Your Own Question

Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
75100385
Type Your Law Question Here...
Ash is online now

We set up a limited company 1year ago with all 3of us being

Resolved Question:

Hi
We set up a limited company 1year ago with all 3of us being directors.
Our company has a 50% 25%25% shareholder state.
Now the partner with 50% wants to use the break close and find a way out.What are our options to keep it going.Its a small cafe/patisserie.
Submitted: 10 months ago.
Category: Law
Customer: replied 10 months ago.
Me and my partner (in life as well) has 25%+25% share in the company
Expert:  Ash replied 10 months ago.

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

Do you have a shareholder agreement please?
Alex

Customer: replied 10 months ago.
I assume we have,but not sure where is it at the moment.
Expert:  Ash replied 10 months ago.

What does it say about termination please?

Customer: replied 10 months ago.
Our partner claims it has a break close of 18 month to terminate
Customer: replied 10 months ago.
But we not willing to terminate as he is a silent partner and we work physically in this business day in day out
Expert:  Ash replied 10 months ago.

Ok - but what does the contract say about it?

Customer: replied 10 months ago.
As I said I don't have a copy available,he has
Customer: replied 10 months ago.
We want to protect this business and happy to buy him out
Expert:  Ash replied 10 months ago.

Ok - can you get it?

Customer: replied 10 months ago.
No I'm afraid.
Is there any general law -advice we can go by?
Expert:  Ash replied 10 months ago.

Its hard - it depends on what is in the contract.

If it says he can leave then he can - it makes no difference if he is a silent partner, unless the agreement makes reference to that.

So in short if the contract says he wants out then you can.

You also need to check to see what it says about buying someone out - I am sure you can. The business just gets valued and his share purchased.

But you need a copy of the contract - just ask for a copy.

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

Customer: replied 10 months ago.
Ok so he wants out and he can leave...but we want to carry on ...what our options are?
Expert:  Ash replied 10 months ago.

You can carry on, depending on what is in the contract.

You can just buy him out - as I said above, get the business valued and buy his share.

That is all you need to do.

Does that clarify? Alex

Customer: replied 10 months ago.
Can he deny from selling on to us?
Can we go to court?
Expert:  Ash replied 10 months ago.

No, he cant refuse and yes you can go to Court if necessary

Does that clarify? Alex

Customer: replied 10 months ago.
We run this business
Customer: replied 10 months ago.
Can we have a say who buys it?
Expert:  Ash replied 10 months ago.

Yes I understand that. No - unless its in the contract that you can.

Does that clarify? Alex

Customer: replied 10 months ago.
Can we seek justice in any legal form??
Customer: replied 10 months ago.
Also can he seize the business without our consent?!
Expert:  Ash replied 10 months ago.

Only as per the contract, which is why you need it.

Yes he can have out. You can buy it.

Otherwise unless its in the contract, you cant say who he sells it to.

They are his shares, he can dispose of them how he wishes - unless the contract says otherwise.

If you wanted it they could only be sold to you, or you could say who they were sold to - that should have been in the contract.

Can I clarify anything? Alex

Customer: replied 10 months ago.
Can he siezes the business without our consent?
Customer: replied 10 months ago.
We are worried
Expert:  Ash replied 10 months ago.

No. Alex

Customer: replied 10 months ago.
Who should we seek legal help for battling to buy his shares?
Customer: replied 10 months ago.
This business is our daily bread
Expert:  Ash replied 10 months ago.

Not yet - only if he refuses and you MUST have a copy of that contract. Alex

Customer: replied 10 months ago.
Worst case scenario he denying us from buying,and that's clearly his intention...who can we turn to?
Customer: replied 10 months ago.
Sorry but we preparing for the worst to come
Expert:  Ash replied 10 months ago.

Then you could turn to the Courts. Alex

Customer: replied 10 months ago.
What courts exactly? We are not familiar with any
Expert:  Ash replied 10 months ago.

County Court. Alex

Customer: replied 10 months ago.
On what terms?
Customer: replied 10 months ago.
can he quickly sell it on in the Meantime??
Expert:  Ash replied 10 months ago.

If he refuses to do it and bullies you. He can only sell if the contract allows.

I keep coming back to this - you need the contract. Alex

Customer: replied 10 months ago.
basically we need to gather evidence that our clear intention to buy it off from him on first basis ?
What if he is plotting already?
Expert:  Ash replied 10 months ago.

You dont know that. You need the contract.

You cant really do anything without knowing whats in it.

Does that clarify? Alex

Customer: replied 10 months ago.
Ok
What then if we don't have a written contract..as I don't remember signing any
Customer: replied 10 months ago.
We have a Company House statement of shares
Expert:  Ash replied 10 months ago.

If you dont have the contract then he can sell to whoever he wants to.

You cant stop him

But if you want his shares you have to value and buy them

If you cant afford it he can sell to whoever.

Alex

Customer: replied 10 months ago.
there is no way stopping him? let's say we got the founds to buy him out asap?
Expert:  Ash replied 10 months ago.

No - because you dont know what is in the contract.

You NEED the contract above anything else. That says what you both CAN and CAN NOT do.

Alex

Customer: replied 10 months ago.
Thank you for your help
Expert:  Ash replied 10 months ago.

If I could invite you to rate my answer before you go today please, otherwise the site does not credit me for the time spent with you today. Thanks and good luck. Alex

Customer: replied 10 months ago.
Sure,no problem
I would appreciate it if I didn't have to ask all small details over and over again
It was painful to draw out answers from you to be honest
Expert:  Ash replied 10 months ago.

Thank you for your feedback. If you remember right at the beginning I did say it would all be down to the contract.

I hope this helps. Alex

Customer: replied 10 months ago.
I paid enough for this service to find out our options for all the scenarios.
Expert:  Ash replied 10 months ago.

Ok - if you could rate so the site credits me, otherwise they dont! Thanks in advance. ALex

Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience: Solicitor with 5+ years experience
Ash and other Law Specialists are ready to help you

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
< Previous | Next >
  • http://ww2.justanswer.co.uk/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.co.uk/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.co.uk/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.co.uk/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.co.uk/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.co.uk/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.co.uk/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