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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3772
Experience:  Solicitors 2 years plus PQE
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My partner and I are splitting up. We both own 50% each of

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My partner and I are splitting up. We both own 50% each of the Ltd company we started together. I don't get involved in the day to day running and have to admit I've sat back and he's grown it into a success.
I not only have 50% stake I am company secretary ( in name only ) as he deals with everything. I am also on payroll and receive £700 a month so my national insurance contribution is minimal.
I have always been entitled to dividends and he would pay them into my account then I'd transfer into his so I don't really see any benefit from business. I have been a naive fool.
Now we are splitting I have heard that he is going to run it into the ground after he receives a huge some of money outstanding from a customer. Then he'll close business and open a new one without my name attached.
What can I do to ensure I at least receive some compensation from my 50% and as a worker being paid a salary?
Submitted: 6 months ago.
Category: Law
Customer: replied 6 months ago.
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Customer: replied 6 months ago.
I am happy to wait
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Expert:  Alex J. replied 6 months ago.

Thank you for your question and welcome. My name is ***** ***** I will assist you. I am a company law expert. What you have described is potentially fraudulent and there are ways to hold him to account. Does the company have any assets? Has the company actually declared any dividends recently?

Customer: replied 6 months ago.
As it's been a few days since I posted here is an update. He is now planning on liquidating the present company and starting a new one. I have tried to be amicable and more involved so I get to see exactly what is going on. The present company has indeed been abused by my ex and he's accountant which has landed it in trouble with HMRC, so hence liquidation.
A new company name is ***** ***** and I am now learning ( although without ex knowing) that he wants to open a company in the US where he's new girlfriend lives. He is basically planning new company with offices in UK and NYC or South Carolina where she lives. I know I can't stop this and I also know that if he uses funds from our current company I will automatically be co owner of new one including in US.
The assets are home purpose built office and all that entails. As it's a management consultancy my ex is the asset as he's the one who earns huge amounts by consulting along with a few guys who he contracts out when needed.
Customer: replied 6 months ago.
I was told office in US would be a ' virtual ' one so it'll enable the company to compete as I'm told by ex Trump is making it difficult for overseas companies to obtain contracts. I am also told that there's a chance of two huge US contracts. I have discovered offices he's looking for are ones with wifi, printing facilities, phone line, meeting room and tea and coffee making facilities so that doesn't sound virtual to me.
I've also discovered he has a joint bank account with this woman and I would like to know if money from our company has been deposited there.
Customer: replied 6 months ago.
As a shareholder and 50% owner what are my rights to putting halt on American company? I am okay with new one here as I'd be involved and I'd certainly change accountant. I now know what I'm entitled to re dividends etc but what say do I have in expansion to US office or if it's a New company here and US
Expert:  Alex J. replied 6 months ago.

Hi

Thank you. I will review this and revert to you shortly. Kind regards AJ

Customer: replied 6 months ago.
One last question
If you have problems with HMRC in uk and go into liquidation can you still open company in US?
Can a company trade as Ltd in UK but have a branch in USA entitled corporation? Or will they have to be separate? I have a feeling I'm being deceived and need to put a stop to it. He believes that all money left in account will be going into new company but if I'm being decieved I need to know my rights
Thank you
Expert:  Alex J. replied 6 months ago.

Hi, Thank you. If a director puts a company into liquidator they may be investigated and banned from being a company director, but this does not stop people being shareholder in a company or potentially opening one abroad. The company can be a uk limited company with a US breach, but there would have to be a compelling reason for this as it would be expensive and involve paying US tax and having US employees etc. I will review the rest of the information you have provided and revert to you by tomorrow morning at the latest. Kind regards AJ

Customer: replied 6 months ago.
Thank you.
He's now blocked me from his company email so no idea what he's up to
Expert:  Alex J. replied 6 months ago.

Hi, Thank you. Do you have a certificate to prove you own shares in the company?

Customer: replied 6 months ago.
No certificate just companies house it states that we are both co owners 50/50 shareholders.
So my understanding is if he opens a US branch or new company over there he has to employ a US citizen? Even though contracts are from US company? That could be helpful if correct.
Expert:  Alex J. replied 6 months ago.

Hi, Thank you. Yes he would need an employee otherwise there would be no one to run the branch. Kind regards AJ

Customer: replied 6 months ago.
I found out he has a US lawyer who dealt with his visa to work over there working on long term business visa.
Reading everything it seems it's not extension but new company.
As he couldn't open an account he's opted for the joint account with US citizen and he's filling in US tax forms etc.
I know this will be expensive and he's using our company money to do this, but unfortunately it's been put into his personal account by using dividends and expenses etc. I have no access to these accounts to know exactly how much he's taken over the 4 months this relationship has been going on. He has used company money to help her buy a house and new car
Customer: replied 6 months ago.
I have just spoken to my ex who said he has to close our current company as accountant just been informed HMRC are going to investigate certain claims made and therefore we will have a huge bill approx 150k to save our company.
My ex said the reason he wants branch in NY is because of Turmp and the possibility of no work or contracts being offered to overseas companies.
He said start up would be around $50k dollars and we would be able to get 5 years visas for our men who work there.
I did say I'd researched and we would have to employ US citizen to which he replied, " I have two people working in a consulting capacity already over there who are US citizens and that will suffice"
These men do not work for our company but are associates and business contacts.
As far as ex possibly being investigated and then banned from being a director of a company he said " doubt that would happen but if it does I could become director over here and he would be director of US branch.
Customer: replied 6 months ago.
What he is actually calling the link between Uk & USA companies is ;A partner corporation in USA to New Uk Company
Expert:  Alex J. replied 6 months ago.

Hi, Thank you. I have reviewed this. Practically what do you want to achieve? Do you just want to be paid out for your shares? Kind regards AJ

Customer: replied 6 months ago.
that would be a good thing. Only problem is I have no access to account so I'm worried he'll take the money out when he makes it solvent and use to open new business in US
Customer: replied 6 months ago.
He also owes me loads of money from dividends I never received, along with him using company money for US house deposit
Customer: replied 6 months ago.
I have paper trail
Expert:  Alex J. replied 6 months ago.

Thank you. Do you have an exact figure, if he puts the company into liquidation having deliberately driven it insolvent, you would potentially have a claim against him personally. Does he have any assets or money?

Customer: replied 6 months ago.
he does have loads of assets. Bentley, Range Rover, 4 bank accounts full of money
Expert:  Alex J. replied 6 months ago.

Hi, Thank you. I think a starting point has to be that you need to write to him personally and to the company and make demand for all the money you are. You need this on record - if they company goes into liquidation you need to be able to prove a claim against it. Secondly can find out where the company bank accounts and who the company accountant is?

Customer: replied 6 months ago.
bank is NatWest and I have accountant name and address
Expert:  Alex J. replied 6 months ago.

Thank you. Work out exactly how much you are owed - and send that demand to the company - if you can it would be better if it came from a solicitor as it will give it the added gravitas that you have been advised and known your rights - also if he thinks you have proper advice he may think twice about misappropriating company funds.

I would then write to bank and accountant and ask for the account information. Explain you own 50% of the shares and the company is in dispute.

If the company does not pay up what it owes you, the next step would be to consider suing it - if you are a creditor in its eventual liquidation, you can use this status to potentially ask a liquidator to sue him personally for money he has taken out the company.

Customer: replied 6 months ago.
Thank you, ***** ***** thing if you don't mind. I asked him today how he plans to close our company and he looked concerned I asked and simply said the words ' solvent' and ' dissolve' is that the same as liquidation?
Customer: replied 6 months ago.
Can I add to money owed the dividends he failed to pay me over last 2 years? I have paper trail through bank statements that show he wrote cheque into my account and a while later I transferred in to his private account
Expert:  Alex J. replied 6 months ago.

Hi, Thank - you can have a solvent and insolvent liquidation. The dissolution procedure is different, it is not a liquidation but has the same - the company cannot have traded in the last three months or have any debts to go through dissolution.

If the company goes into insolvent liquidation, then potentially a liquidator could look back at the last 6 years.

What you have described sounds like he owes the money to you personally - so even if the company goes insolvent you could still sue him personally for the money - especially if you have evidence. Kind regards AJ

Alex J., Solicitor
Category: Law
Satisfied Customers: 3772
Experience: Solicitors 2 years plus PQE
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Customer: replied 6 months ago.
Thank you so much