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F E Smith
F E Smith, Advocate
Category: Law
Satisfied Customers: 10817
Experience:  I have been practising for 30 years.
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Can another person have any control of my company through

Customer Question

Can another person have any control of my company through emails talking about being a partner without added on shares etc at companies house.
Assistant: Because laws vary by location, can you tell me where the company is registered?
Customer: Uk
Assistant: Has anything been officially filed? If so, what?
Customer: Nothing only emails
Assistant: Anything else you want the lawyer to know before I connect you?
Customer: I have a company, we have a product going into boots uk, I needed help and this guy and his girlfriend said they wanted 40% to help me get the company worldwide, I agreed if they could they came to boots meeting and helped with a website but no help financially etc only their time, nothing has been filed with companies house I own 100 shares and it’s still in my name as director
Submitted: 11 days ago.
Category: Law
Expert:  F E Smith replied 11 days ago.

Good morning. I will try to assist you with your question but need more info first - I apologise if delayed in replying

Is there an agreement drawn up between you and these people?

how long ago did they join you?

Customer: replied 11 days ago.
Last October we met them but only email nothing legal
Customer: replied 11 days ago.
I just need to know if they have legal rights to my company through emails
Customer: replied 11 days ago.
He is a businessman and I am a aromatherapist with a great product I feel now I have been taken advantage of plus I am disabled
Customer: replied 11 days ago.
We agreed through emails he would help me, he came the meeting, I have done all the contacts myself, he helped with website but I had one already he tweaked it and the packaging we tweaked but it was already quality controlled passed with boots, he hasn’t done anything really now no help financially for his 40% only his time he said
Customer: replied 11 days ago.
Are you there.
Customer: replied 11 days ago.
Hello
Customer: replied 11 days ago.
Chello
Customer: replied 11 days ago.
Can you help me please
Customer: replied 11 days ago.
No advice and cost me £5 you are a bigger scammer than who I am fighting disgraceful
Expert:  F E Smith replied 11 days ago.

I’m afraid that this is not a chat service, it’s an email reply board and therefore, there may be a delay getting back to you because we have other users, clients, travelling, and it takes time to type replies. I apologise for any delay therefore. I did say this in my initial reply.

Before I can answer you, I need the full background detail please as to who this person is, where they came from, what they have done, what they have not done, any investment, and what the problem is now. Thank you

Customer: replied 11 days ago.
I met him on LinkedIn as I wanted an investor to help me, he is a time only investor which I did not understand I thought he helped both financial and time as I needed both, we had an agreement he would help us, I did not transfer shares and I did not add him on companies house as anything, he is very rich ( car clothes etc) feel like I have been scammed, I got to this working so hard for 8years, I had boots before he came in, we spoke through Instagram and email only, no legal documents, he now is trying to get shares for his mate the web designer as I haven’t paid him, I never asked him to change the website, he has access to my web and Facebook etc as admin, please help me i am suicidal and desperate
Expert:  F E Smith replied 11 days ago.

I’m afraid that doesn’t tell me much more than you’ve already told me.

I need the full story from beginning to end please

Customer: replied 11 days ago.
I am a aromatherapist, I made a nappy care spray and have years worth of use, it is chemical free and I contacted Asda with it who loved it and put me in touch with a company to produce it for me, that was in 2012: Asda told me to get boots and then I would get every supermarket, I had a meeting with boots 2 years ago and they said they would stock it, since then a new buyer arrived and the deal seemed to dry up, I thought I needed a business type person to help me so I got on LinkedIn looking for investors, I contacted this guy who really blowed me away with his talk of us going worldwide and the people he knew to help us, I went to see him and agreed 40% of the business for his help. He hasn’t done much, just web and Instagram page and no famous celebs, I signed nothing and did not change the shares or companies house, the company is still dormant at the moment, could he sue me to still own 40% and how can I get out of the agreement. The bank told me they think he is a scammer too, he has put no money in only his time, he pays nothing and I need to loan money for t
Customer: replied 11 days ago.
The first order and marketing etc but he still wants 40% of profits:
Customer: replied 11 days ago.
I have worked on this for 6-7 years and got it to where it is, the contacts and buyers I got, the product is my invention, I have trade marks in my name
Customer: replied 11 days ago.
He got his friend to do the website and it’s changed now and he said I owe for that so his mate needs shares, he told me that not in writing
Customer: replied 11 days ago.
I now need to find £20.000 plus marketing all alone, he said his help isn’t financial, the bank won’t help as he is involved 40%, does this share stand or can I get rid of him I’m better off without him, the bank would help if I owned 100% I think I do but legally can he challenge me.
Customer: replied 11 days ago.
If he has a hold on this I would rather fold,
Customer: replied 11 days ago.
He told me yesterday he would invest financially if I paid for his time at £150 per hour he charges
Customer: replied 11 days ago.
He has turned quite nasty now I’m worried to death
Customer: replied 11 days ago.
I don to know what to say I’m scared I say the wrong thing to get me in deeper trouble and lose my company
Expert:  F E Smith replied 11 days ago.

Thank you.

There is an agreement that he would get something in exchange for doing something else but it appears that whatever he was going to do, he hasn’t necessarily done.

There are two potential business entities here, there is the limited company if that’s what it is because you refer to shares and there is potentially a partnership. You say that you are going to give him 40% but I’m not certain what that 40% was.

If a website was built, then the person built the website is entitled to be paid for that. That person is not entitled to a share of the company.

I don’t know why the bank won’t help with this other person involved and I don’t know how they know about this other person having or claiming to have 40%.

I need to know how that 40% is formalised because what you have said, it isn’t.

I need to know exactly what this person is trying to claim from you please.

Customer: replied 11 days ago.
He wants 40% shared ownership of the company, I agreed in principle to that for his help, the bank know as I told them I have a partnership
Customer: replied 11 days ago.
We have nothing in writing legally only emails and texts agreeing to this
Customer: replied 11 days ago.
He came to the last boots meeting with me and helped speak and do a business plan
Customer: replied 11 days ago.
I have a dormant limited company
Customer: replied 11 days ago.
We have web emails to me agreeing to the 40% nothing else
Customer: replied 11 days ago.
No legal document only texts and emails
Customer: replied 11 days ago.
He is asking me to transfer shares now and I haven't
Expert:  F E Smith replied 11 days ago.

Whether he is entitled to 40% of this limited company or not or whether he is in partnership with you does not come down to just whether there is a signed agreement between you or not.

He agrees to do something and you agreed to give him 40% of the limited company or 40% share in a partnership.

You have to bear in mind that a partnership and the limited company are completely different entities.

As it is at the moment, I don’t know whether he has done everything which he said he was going to do and whether he is therefore entitled to his 40% “payment” or not. I get the impression that he hasn’t done what he said he was going to do.

He cannot force you to go into partnership with him and he cannot force you to give him 40% of your limited company although 40% of your limited company, if all the know-how and trademarks belong to you personally, is probably going to be worth very little.

He can’t beat you with a stick until you give him any percentage of the company and if he feels he is entitled, and you don’t feel he is entitled, then he has to take you to court and you have to defend his action.

It appears that he has done some work of some description albeit it may not be the full 40% worth. So from what you have said, it really comes down to what that input from him is worth.

Certainly, you are obliged to pay for the website.

If he has done everything which he said he would do and you are now just having second thoughts about giving him 40%, then the emails would be sufficient proof that there was an agreement between you for him to have that.

Can I clarify anything else for you?

I am happy to answer any specific points arising from this.

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If you still need any point clarifying, I will still reply because the thread does not close.

Best wishes.

FES.