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Ash
Ash, Solicitor
Category: Property Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
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Private limited co. 2 shareholders 50% each owns property run

Resolved Question:

Private limited co. 2 shareholders 50% each owns property run as a High Rise Multi-Occupancy business with resident landlord as one shareholder. Can dissenting shareholder sell 'his part' of the property over the other shareholder?
Submitted: 2 years ago.
Category: Property Law
Expert:  Ash replied 2 years ago.
Alex Watts :

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

Alex Watts :

can you please let me know whether you have a shareholders agreement or anything?

Customer:

Yes. Determining that each shareholder has to be offered shares first which has happened. Arguments over value. So dissenting shareholder now saying he will sell his part of THE HOUSE??

Alex Watts :

Ok - but the Limited company owns the house?

Alex Watts :

Or the individuals?

Customer:

The limited company

Alex Watts :

Ok.

Alex Watts :

In that case the shareholder can't do anything. He does not own the property, the company does. The company and only the company can sell the property.

Alex Watts :

Therefore the individual can't sell the property and indeed has to follow the written agreement.

Alex Watts :

I would suggest getting a number of independent valuations of the company and then agree the price.

Alex Watts :

If that can't be done and he take steps to sell then you can seek a Court order to stop

Alex Watts :

But no, if the Company owns the property then he can not sell the house, only the company can

Alex Watts :

Can I clarify anything for you about this today please?

Customer:

We have provided a valid accountancy verified valuation for his shares but he refuses to return the favour and it is groundhog day with this his latest threat.

Alex Watts :

Ok, well he can not do anything if the Company owns the asset. He has no standing at all

Customer:

Thank you so much. It was what we thought but the law can be a tricky area!

Alex Watts :

Indeed. Can I clarify anything for you at all?

Customer:

Only other thing if we go back to the shares as he doesn't like the valuation but won't come back with a negotiating start apart from placing a very high price on shares he says he will offer them to his daughter?

Alex Watts :

He can't because the contract is quite clear, be offered to shareholders first.

Alex Watts :

However if he does offer them to you first and you reject he can sell them to his daughter. The contract only says you have first shout.

Customer:

That seems to answer all our worries - thanks.

Alex Watts :

Can I help with anything else today?

Customer:

Just seen the second bit of your last answer - does his placing his own price without any written validation and we do not pay at his price does this mean he can offer or does he have to complete negotiating. Does he have to put valuation in writing to be valid?

Alex Watts :

That depends. If there is nothing in the contract that causes a problem. Again unless the contract says a valuation needs to be in writing it does not have to be. It should because that way you can verify it and make sure its from someone professional rather than just made up

Customer:

He would though surely have to give us full details of valuer even though verbal?

Alex Watts :

Yes because you would need to do due diligence

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