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Jo C.
Jo C., Barrister
Category: Law
Satisfied Customers: 31768
Experience:  Over 5 years in practice
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Co owned Bassu ltd with two others we had equal shares in

Customer Question

Co owned Bassu ltd with two others we had equal shares in the business due to continuing disputes and the majority of the pressure placed on me for earning profit etc I decided to have my share bought by the other two shareholders. I was advised by the account to resign as director and be removed from company house records to make the whole profess quicker. In trusting the accountant I did that but the reality that being the other directors refuse to confirm and provide information to me. I left in February and we made a verbal agreement to receive a payment in March and one one in April. As it stands to date I still have not received the proposal for buying of my shares no confirmation that they have not been taking a dividend like they said they haven't and the accounts I have received don't add up new negative equity on there abd monies missing. I have also been told during my time at Bassu ltd the dividend all three of us received was greater than the profit made by the business. I argued and debated for months to lower the dividend for this very reason. So my share will have vat, Corporation tax, o/d etc taken from it. I need advice and I need help to progress this forward and recover as much money as I can. I bought a previous director out for 30k I'll be lucky if i get 15k back. During early negotions I was told the business value is 90k so 30k each for our shares. I have gave them ample time to provide the necessary documents etc. I'm no further forward. I'm told VAT corporation tax business overdraft etc will be taken off my share. I need to know what I can go to progress this forward where I'll be taken seriously and recover as much capital back as I can.
Submitted: 4 months ago.
Category: Law
Customer: replied 4 months ago.
Apologies for the bad spelling and grammar I wrote this on my phone.
Expert:  Alex J. replied 4 months ago.

Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. Please can you confirm the following:

1. Who offered to buy your shares , the company itself as a share buyback or the other shareholders?

2. Did you sign a stock transfer form?

Kind regards

AJ

Customer: replied 4 months ago.
It was the other two shareholdersNo I didn't sign a stock transfer form.
Expert:  Alex J. replied 4 months ago.

Hi, Thank you. Do you still own the shares? Kind regards AJ

Customer: replied 4 months ago.
I do yes
Expert:  Alex J. replied 4 months ago.

Hi, Thank you. So what you are seeking to do, is force the other shareholders or the company to buy out your shares. If independently valued are they still worth £30k? Kind regards AJ

Customer: replied 4 months ago.
the two shareholders are to hit my share since talking to you I have received this emailMorning Chris,I have now met with Ardia. I have been instructed to advise you of the following:Ardia Wilkinson and Emma Nicholson are prepared to purchase the 50 shares that you hold in Bassu Limited, from you.From the accounts that you have already been supplied with, you will note that the Balance Sheet value of the company on the 28th February 2017 was £25204. There are 150 shares in the company, so that equates to a value of £8401.34 for your 50 shares. Thius is the amount that Ardia and Emma are prepared to offer you.In addition, on the above date, your current account with the company had a balance of £482.30 in your favour. This will be repaid to you by the company.I await your response in due course.Regards,David
Customer: replied 4 months ago.
As I stated previous I left in February and was told the other two shareholders were unable to take a dividend, I don't believe them and have asked for proof to be surplied which they have continued to fail to aknowledge.I won't accept the offer I have received today and need to know what I can do legally to get back what is mine. I don't expect to recover 30k but I am wanting to do what I can to get 15k at least. Things have been added onto the accounts which were not present when I was there to lower balance sheet.
Expert:  Alex J. replied 4 months ago.

Thank you. The problem you have no contractual right demand a sale - the fact that their email says they are "prepared" to purchase your shares, implies that it is subject to contract. You would therefore struggle to force them to buy the shares. What you could do as a worse case scenario is apply to court to have the company dissolved on the basis that it is a partnership that has failed. Before you reach that stage you need to determine if you can reach an agreement for them to buy you out - firstly do they or the company have the money to pay £15k for the shares?

Customer: replied 4 months ago.
When you talk about subject to contract what contract are you referring to as there isn't one and nothing signed.None of us have signed a contractWhat can I do about proof of dividends not being paid?As like I say I don't believe them when they say they haven't taken any since I left
Expert:  Alex J. replied 4 months ago.

Hi, Thank you. If they wanted to declare a dividend, assuming you all have the same class of shares they would have to declare a dividend for your benefit as well. This would inevitably appear in the accounts. If they have stripping the company of assets with a view to liquidating it, ultimately they can be held personally liable for this. In the first instance you need to decide what the goals is here? Do you just want to negotiate a deal to extract yourself from the situation? Kind regards AJ