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Nicola-mod
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Category: Law
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I have a business related question. I created a limited

Customer Question

i have a business related question.I created a limited company with 2 share holders with 2 shares with a nominal value of £1 each. the company has been running for 1 year approx. the start up costs were shared between myself and the other director. mine paid on credit card hers by taking funds from her other company. The agreement was i would create the company and she was a silent partner. Now without prior warning she has resigned from companies house and has transferred ownership to me and the start up costs that they have born was provided there has been no documentation or formal agreement between my limited company and hers as to what the extent, timeframe, and loan value. there is some dispite as to the costs they have incurred and as they have access to the joint bank account have started to take "repayments". i have stopped this however they are now seeking to pressure me into setting up a payment plan this is after without actually knowing what costs or what is liable to be paid backmy questions are;
1 - can they do this
2 - can they expect repayments without any legal agreements in place especially as the amounts have not yet been agreed
3 - i have received a signed transfer of ownership document so does this need to be witnessedgiven as i have not seen the director since may i am becoming increassingly concerned as to how best to proceed as they still have access to the company bank account and how to protect the little monies the company has to protect wages
the 2nd shareholder. if they decie to take more money what do i do?
Submitted: 3 months ago.
Category: Law
Customer: replied 3 months ago.
also is the company responsible for paying back her investment?
Expert:  Ash replied 3 months ago.

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

Just to be clear there is no shareholder nor Directors agreement?

Customer: replied 3 months ago.
no written agreements at all. the attached is what i was sent by email
Customer: replied 3 months ago.
i will accept the phone call if needed however i am prone to be forgetful so would prefer a trail to read through
Expert:  Ash replied 3 months ago.

1. No

2. They can expect NO payments whatsoever. They have no Director/Shareholder agreement. Therefore they can only get dividends, IF declared at an AGM

3. Yes it does

Can I clarify anything for you about this today please?

Customer: replied 3 months ago.
as relations seem to be breaking down, would i be able to use our shared accountant to witness the handover?
Customer: replied 3 months ago.
as she has already signed it
Expert:  Ash replied 3 months ago.

Yes that is fine - its just a witness to a handover.

Does that clarify?

Customer: replied 3 months ago.
can i email it to him?
Expert:  Ash replied 3 months ago.

Yes of course. That is fine.

Customer: replied 3 months ago.
also as she has taken the money fom her other business are there any other implications? Also as they have access to thejoint account still what happens if they empty it? should i look to move the money in the interim? as they have already taken £650 without notification
Expert:  Ash replied 3 months ago.

No not in relation to that. I would make sure they are no longer a signatory though on the account

Does that clarify?

Customer: replied 3 months ago.
i can remove their access from internet banking by changing passwords,however she needs to sign over that she wants to be removed, would i be ok to do this? and if not can i move the money into another account to protect it?
Expert:  Ash replied 3 months ago.

Yes that is fine. You can put £ into other accounts

Does that clarify?

Customer: replied 3 months ago.
i have had the following communication
Joanna, wether I am on holiday or not you still had a duty and a moral obligation (as I was a significant investor) to tell me about the inspection report. I was not on holiday at the time of inspection and have no record of you emailing, texting or attempting to call me to let me know that OFSTED were there inspecting you. Nor is there any record of you informing me of their findings. You have had quite a bit of contact with Kevin and have seen Zoe on a daily basis whilst I have been busy with tenders , without even mentioning the OFSTED report. I find this a complete breakdown in our relationship. If you would have contacted me I would not have had to rely on third-party information (only today) which has been so embarrassing.Your perception of this report is your personal opinion, however, this is not how the public will view the creche in the catchment area. it is clear from the OFSTED report there are two areas that are inadequate and two further areas that require improvement. Furthermore, I am so upset and disappointed that you chose not to discuss this with me on a personal level. I am also upset that you did not relay the outcome of the OFSTED report to Zoe who as you know is a parent of a child that you look after in the crèche and I feel this was deliberate so that I would not find out. Combined with your action today of locking us out of our own Facebook account I feel that our relationship has no future.I have always made it perfectly clear that I I would not be an active partner in the creche business. My involvement was purely financial and because of the breakdown of our relationship I am no longer willing to support the creche financially by offering an interest-free payment plan. You intimated at one stage that you were prepared to obtain a loan and pay off the monies owed to melton Care. I now feel that this is the best route and would like to request all outstanding monies to be paid by the end of September 2016. If you would kindly finalise the outstanding figure owed to melton Care with Kevin by the next week I would be most grateful.I also feel that for mediation purposes any further contact is made through Kevin (*****@******.***)Kind regards, LyndaOn 19 Aug 2016, at 17:19, Joanna Kavanagh <*****@******.***> wrote:Lynda,Clearly I have sought to involve you however you have been less than proactive in the running of the creche. Secondly you as director had a responsibility to familiarise yourself with the running of the creche and had you done so, you would have been informed that the inspection was not as bad as you suggest especially as the company has been running only a few months. It would have been helpful if you had spoke to me instead of relyimg on 3rd hand information.If you check your logs i tried to contact you on more than 1 occasion and also asked for your help with regards ***** ***** however i found out that you were once again on holiday at the time, as I haven't seen you since May if you have any further questions then let me know by mail and I will respond ASAPRegardsJoanna-------- Original message --------
From: Lynda Rowland <*****@******.***>
Date: 19/08/2016 13:55 (GMT+00:00)
To: ***** ***** <*****@******.***>
Subject: Re: infoJoanna
We have just been told by Krystyna you had an inspection and have found it online.
Can I ask why we weren't told especially considering how bad it is?
As directors at that time we had every right to be informed of such major failings
Customer: replied 3 months ago.
she is demanding payment by the end of september
Customer: replied 3 months ago.
i did not lock them out of the account i tried to move my part of it, however i feel there is little maneuver for negotiation. how would you advise to proceed
Expert:  Nicola-mod replied 3 months ago.
Hello,
It seems the professional has left this conversation. This happens occasionally, and it's usually because the professional thinks that someone else might be a better match for your question. I've been working hard to find a new professional to assist you with your question, but sometimes finding the right professional can take a little longer than expected.
I wonder whether you're OK with continuing to wait for an answer. If you are, please let me know and I will continue my search. If not, feel free to let me know and I will cancel this question for you.
Thank you!
Nicola
Customer: replied 3 months ago.
Go yes I am OK. With waiting for a response
Expert:  Nicola-mod replied 3 months ago.
Hello,
We will continue to look for a Professional to assist you.
Thank you for your patience,
Nicola
Expert:  Nicola-mod replied 3 months ago.
Hello,
I apologise as we have not yet been able to find a Professional to assist you. Do you wish for me to continue to search for someone to assist you or would you like for us to close your question at this time?
Thank you for your patience,
Nicola
Expert:  Nicola-mod replied 3 months ago.
Hello,
Please understand it is rare for us not to be able to find the right Professional to assist our customers. We can close this question and return your good faith deposit to the original funding source on request.
Please let me know how you wish to proceed and again I apologize for any inconvenience this may have caused.
I hope you will give JustAnswer a try again in the future,
Nicola

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