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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3473
Experience:  Solicitors 2 years plus PQE
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In 2014 the Company for which I was working for was going

Customer Question 2014 the Company for which I was working for was going into liquidation. So my at that time boss asked me if I wanted to reform a new company by putting money in.
I put 15000 for 15 %shares and agreed to keep my shares and getting my loan back in 12 months. My ex boss retained 30% his ex wife retained 30% and the new wife said she was putting in 29700 and wanted 25% but she was leaving the money into the company.
I was made the sole managing director and open the business account and made the ex male boss with a mandatory signature on the account as his job was to do small accountancy for the company. After few months I did realise that he was withdrawing money for his personal use and we had a meeting discussing this meeting his new wife said that she wanted her money back which were never to be returned.we had huge arguments especially as the new wife and her husband holding together 51% kept on using this as a power tools although obviously there is clear conflict of interest. Anyway we in the end said Ok we pay back the new wife but we want the shares back .
As it stands the old boss took 23000 for his personal use (and the new wife,money for holidays, school fees, shopping..)so in the end we agreed that we would give the difference back to his new wife as she is absorbing his debt but she will have to give 25%shares back to the company.
Unfortunately there is also this matter: the old boss and his new wife want to sell his flat: the ex wife is the sole beneficiary in case of death of her ex husband. In order to sell they need the ex wife to sign a consent to the sale and then the final signature to the actual sale of the flat. The extra wife said she will sign only for £2500.
Now the new married couple have sent me a proposal where they want around 9400 (6800)by April.they will give me 6%shares if I pay 6800 by December and the rest of the shares will be returned to the company only if the ex wife signs the consent to the sale and after the sale itself!
Also they want me to sign a consent whereby I commit to return 6%shares and £29700 to the new wife if the ex wife does not sign off the final sale to the flat. Also they are now threatening to become (the married couple)director on the board so then they can do anything they want.
I am stuck in the middle of this mess.
Could you please advise me on the following:
Can they legally request me to sign a consent where I have to pay 29700 if another person does not sign their flat? I mean I am not related to any of them and the flat has got nothing to do with the business. Can I do something as it seems like blackmailing to me.
Should they appoint themselves as directors too can I file for conflict of interest as everything they are doing now is just to benefit themselves.
I have millionspoken of questions as the situation has many many more things.
Could you come back to me please. I am really struggling.
Thank you
Cristina de Palma
Submitted: 22 days ago.
Category: Law
Expert:  Alex J. replied 22 days ago.

Hi Thank you for your question and welcome. My name is ***** ***** I will assist you. I am a company law expert.

(i) You are not obliged to personally pay this money from the company. If anything you should not pay this if it is not in the best interests of the company;

(ii) Unless they are directors, they are not acting in conflict of interest. Wearing their hats as shareholders they are entitled to act in their personal interests, but that does not mean they can strip the company of its assets. If they appoint themselves as directors then is a risk of conflict.

I am happy to answer any further questions you have? Is the business currently profitable? Does it have any assets? Did the £29k get paid for the shares not as a loan? If so are the share listed with a premium of £29k in the company accounts?

Kind regards AJ

Alex J., Solicitor
Category: Law
Satisfied Customers: 3473
Experience: Solicitors 2 years plus PQE
Alex J. and other Law Specialists are ready to help you
Customer: replied 22 days ago.
A. put in 29k for the shares originally ( she then said she wanted 29k back and keeping shares) after many argues we agreed that if we were returning the money she would have to return the shares.
K.(A. Husband) has 30% shares and took 23k from the company for personal use.
G. (The ex wife) has 30% put in around 9k and still needs to get back around 4k
C. (Me) has 15% put in around 16k and still needs to get back 6k or more. I am the sole director for this Ltd company.
Only 2 years in the business so no profit made yet and keeping just about in line with the books.We have agreed that the company would pay back to A.the difference between her loan and her husband unauthorized takings in exchange for her shares. On top of 6800 we offer extra 2600.I did offer to try to put 5k of the 6.800 owed and for this I said I wanted 10% of her shares and I would return these shares back to the company once the company pay me back the 5k. Also once the 9400 are paid A. Would return her 15%to the company.But now A. and K. (The married couple) said that they want to give me 6% for 5k and also sign a consent where 29700 are to be returned to A. If G. (The ex wife beneficiary on K. Flat) does not sign the consent of sale of k. Flat.Could you advise me if I could legally do something to them (k.and a.)as they are requesting me to take on matters not related to the business at all? They are expecting me to answer to their proposal and I am totally lost.
So am I correct in thinking that should they decide to appoint themselves as director I could report them should they act in their solely benefit and not the company? Also who should I report them to?Do you also think that as K. Has taken all these money without any other shareholders consents and I have confronted him many times to stop I could report it for misappropriation of funds?The company is basically meeting ends just about . Me and G work there and keep on taKing a salary for doing basically 2 hours a month. I have confronted him and told him that his salary of £620 is far too high for the input in the shop but he always kind of bullies me off.
I thought I could make him redundant as I am the director : can I do it or because he is a shareholder I cannot?I don't have money to spare, even if I find the 5k would be via credit cards as the Company still owes me money. So I did not approach lawyers in London as I don't know how I will commit to the fees involved..
I really need some guidance on how to act and just to know if I legally can stop them for their wrong doing.
Waiting for your kind response
Customer: replied 22 days ago.
Hello Alex?Have you got time to respond to my last message?many thanks
Expert:  Alex J. replied 21 days ago.

Hi Thank you. I am just reviewing it now. Kind regards AJ

Expert:  Alex J. replied 21 days ago.

Thank you. My apologies for the delay I am working on a response to all your questions, I will respond to you by tomorrow morning at the latest. Kind regards AJ

Customer: replied 21 days ago.
Ok thank you.I shall wait for your response tomorrow morning.
Expert:  Alex J. replied 20 days ago.

Hi, Thank you. I have the following response:

- There is no obligation on you or the company to buy back their shares. If the company were to buy back their shares this would be a formal procedure known as a share buy back our of capital. You cannot agree to this without going through this procedure as you could be personal liable as a director.

-What I recommend is that you write back to them and say that you are no involving yourself in personal matters not related to the company. This is not in the best interests of the company. If they have an issue they want to discuss about the company they can do it at a shareholding meeting;

- In relation to the monies that are taken, in theory this is a misappropriation of money. The company could sue him for the return. Why dont you contact the back and ask them to block the payment?

Going forward can you actually work with these people? How would you want this resolved? Would you just want the company for yourself, if so does it have any assets?

Kind regards AJ

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