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Buachaill, Barrister
Category: Law
Satisfied Customers: 10953
Experience:  Barrister 17 years experience
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I am involved in a business with my two brothers and father

Customer Question

I am involved in a business with my two brothers and father .We each have 25% shares in the business.I am company secretary ,as well as being a director.My father is a director as well as my younger brother .We are farmers and we own some building land we have had an offer of 1.2 million on this land although it has been valued at 850000,900000 and 950000 by three different valuers my younger brother says it is worth more and refuses to sign the deal.He is not able to prove that the land is worth more just quotes a builder friend of his reckons he could get more .He has continuously refused to sign even though my father and I and other brother have accepted the offer .The builder is getting twitchy and the deal may fall through .What are our options as he has acted in his own interest and not the interest of the business.Can we sign this without him?
Submitted: 1 year ago.
Category: Law
Expert:  Buachaill replied 1 year ago.

1. Can you please explain the situation better. Who owns the land? Is it owned by the company or is it owned by your four individuals jointly in your own names? This is an important point, so please check it if you are in doubt. Is the company an ordinary limited company or some other form of entity?

Customer: replied 1 year ago.
it is a limited company and the land is owned by the company.
Customer: replied 1 year ago.
Did you receive my answer ?
Customer: replied 1 year ago.
Have we been disconnected?
Expert:  Buachaill replied 1 year ago.

2. As the land is owned by a limited company, yourself and your father and brother can pass a special resolution based on 75% of the shares in the limited company and have the company sell the land. This is because a company can always act by special resolution so you three, can in effect, outvote your brother and legitimately sell the land using your 75% majority in the company.

Expert:  Buachaill replied 1 year ago.

3. So, the bot***** *****ne is that a sale of the land is possible as the company owns the land and the company can by its own procedures act pursuant to a special resolution and pass a special resolution and sell the land. You don't need your brother to sign off on this land sale. the special resolution of the company will bind the company to the sale and your brother will not be able to question the sale in any court of law. Additionally, any purchaser will be willing to complete the sale when there is a special resolution of the company passed, binding it to the sale.

Expert:  Buachaill replied 1 year ago.

4. I would advise you to get a solicitor who will act in the sale of the land to draft up a special resolution for the company to bind it to the sale. Then call and Emergency General meeting of the company to be attended by all shareholders and pass the special resolution outvoting your brother. Then sell the land.

Expert:  Buachaill replied 1 year ago.

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