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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3978
Experience:  Solicitors 2 years plus PQE
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I became a LTD Director of a Media Company working on the

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Hi, I became a LTD Director of a Media Company working on the companies business plan. Only one of the Directors were lisenced to use the brand of the magazine and the two Directors (including myself) worked towards generating advertising revenue. After three months we saw that without financial backing, we could not pursue. The other Director, without much communication, took all our published content and hired a sales team to market another digital publication and print. As a result the editor (also holding the liscence) wants to terminate the contract and resign because of trust. I am left here not knowing how to pursue my time if working as Director and don't know how to move forward. I will resign as I belive this Director did not act in a good will. I would want to know explore call compensation as this Director was taking my good will, professional skill and time for his gain. I want to write a letter with an invoice for my time, but we are all Directors (at this time). Could you advise if there is any grounds for pursuing this legally or should I leave and call it a mistake of judment and put three months behind me.
Customer: replied 10 months ago.
Just thought I'd add. This is a UK LTD company.

Thank you for your question and welcome. My name is ***** ***** I will assist you. Did you sign or agree any consultancy agreement? Were you a shareholder?

Customer: replied 10 months ago.
I was a shareholder and my role was to develop a business plan. I did not have any type of written agreement.

Thank you. When did you dispose of your shares? Do you have a standard hourly rate? Do you have any correspondence that shows you would be paid for the work? Did you produce any copyright materials?

Customer: replied 10 months ago.
I am intending to sign off as a Director so I have not disposed of my shares as yet. Normally when I work I charge depending on the business plan and amount of work - but this plan was for the company I am part of. I had weekly communications, developed media pack, scenario business planning, sales letters, attended network meetings and research over a three month period. Not copious amounts of work, I would say at least 40 hours over three months.

Thank you. You can resign as a director and keep your shares - as long as you have not signed any pre emption rights. Do you have a shareholders agreement? Have you tried invoicing the company for the work? Does the company have any assets?

Customer: replied 10 months ago.
How do I resign and keepy shares? I believe we have a standard shareholders agreement but I will access this from the accountant.
Customer: replied 10 months ago.
I have not invoiced as the company does not have assets. We have one liscenced agreement in one of the Directors name . I found out that the Magazine liscence only had her name on it and I was invited to come in a help grow the magazine which has a brand reputation of 20 years, trade marked and owend by a publisher until the Directors buy it. I found out that she is also wanting to terminate from the company which means there are no products to develop. So no assets.

Thank you. A shareholding and a directorship are completely separate. You do not have to keep your directorship to own shares.

If you put in an invoice for the work - would the company be able to pay it? Kind regards AJ

Customer: replied 10 months ago.
No not at this point.
Customer: replied 10 months ago.
Please see shareholder details. Does this help?

Thank you. There is seemingly no obligation on you to transfer your shares on resignation. The problem you have is if you want to be paid, then the company has to have the funds to pay you. Is there any way the company can function going forward? Kind regards AJ

Customer: replied 10 months ago.
I think from the advice given, I will meet the Directors and resign as a Director and ask to stay on as a shareholder on the basis when they make profit they pay me for the work I have done. Does this sort of arrangement sit under a shareholders agreement? What else could I do?

Thank you. Do you have a shareholders agreement? You could stay on as a director and try and negotiate and agree a way forward for the company - keep it trading until it has enough money to pay you?

Customer: replied 10 months ago.
Thanks. I think I have come to the solution. I will resign and talk to the Directors about the work completed and raise an invoice. Putting together a shareholders agreement at this stage is not what I want to pursue. Thanks again for your advice. I am happy to close at this point.

Thank you. I would most grateful if you would take a moment to rate my response? Kind regards AJ

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