How JustAnswer Works:
  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site. Ask follow up questions if you need to.
  • Go back-and-forth until satisfied
    Rate the answer you receive.
Ask Jamie-Law Your Own Question
Jamie-Law
Jamie-Law, Solicitor
Category: Law
Satisfied Customers: 17784
Experience:  Solicitor
96104960
Type Your Law Question Here...
Jamie-Law is online now

I have recently found out that my ex husband gave me a share

Customer Question

I have recently found out that my ex husband gave me a share in a private company, which is now dissolved. I never received any dividend or wind up capital or any information about it. The company paid my ex husband instead of me. The records are on Companies House. What is the best way to go about recovering my money?
Submitted: 7 months ago.
Category: Law
Expert:  Stuart J replied 7 months ago.

I have been asked to look at this for you.

Just because you may have had shares in the company doesn’t necessarily mean that you are entitled to any money from it by way of dividends or income.

Shareholders would not normally get income in any event and it may be that the company never declared a dividend in which case you wouldn’t be entitled to anything.

You need to start by getting the company’s accounts and seeing what dividends, if any, were declared.

Some accounts are available from companies house and that would be a good starting point. Otherwise it’s a court order against the directors who disclose the accounts to you.

You may spend a lot of money getting the information only to find that is no money due to you.

If I have answered your question for you, at the top of the page, you should see a rating facility. Can you please rate my reply 3 stars or more because that really helps me? Please note you are not rating whether it’s favourable, because sometimes you may not get the answer you want, but basically my knowledge and way of dealing.

The thread does not close and I am happy to answer any questions you may have arising from this.

Kind regards

Customer: replied 7 months ago.
They paid dividends and a lump sum capital repayment. How do I get about getting that money due to me?
Customer: replied 7 months ago.
Trust me I’ve looked at all of the accounts, plus I know other shareholders were paid, I have lots of evidence - even from the director himself . So what is the process given it’s a dissolved company?
Expert:  Stuart J replied 7 months ago.

You can reinstate the company but that is not for the fainthearted, it’s not quick and it’s not cheap. Very few firms of solicitors will do it for you and there are solicitors who specialise in doing just that.

However when you reinstate the company it is presumably going to have no money so that could be a waste of time.

Your claim is therefore going to be against the directors personally for misfeasance and not paying you what you are entitled to.

This is really not a do-it-yourself job by any stretch of even a very vivid imagination.

Customer: replied 7 months ago.
Ok so how do I go about claiming against the directors personally? What type of claim would I do?
Customer: replied 7 months ago.
A part 7 for misfeasance?
Expert:  Stuart J replied 7 months ago.

If you Google “difference between part 7 and part 8 claim” you will be no wiser as to whether you should use part 7 of part 8! The courts don’t know and neither do solicitors. The only guidance is that part 7 is used if there are substantial disputes of fact. What defines substantial disputes of fact, I have no idea because anything goes to court is full of disputes.

I would be inclined to go for part seven because of the complicated legal issues.

Claim form is N1 as you will need a supporting witness statement in this format: https://www.justice.gov.uk/courts/procedure-rules/civil/standard-directions/general/witness-statements

I don’t how much money you are looking at here but if it substantial, I would get a barrister to settle the proceedings for me because the majority of solicitors will do the same.

Customer: replied 7 months ago.
Ok and exactly what am I claiming for? What have they breached? Do I claim against them directly (they are no longer directors since the company is dissolved)
Customer: replied 7 months ago.
Do I not have to reinstate the company and make them directors again so I can sue them for breach of duty?
Expert:  Stuart J replied 7 months ago.

The companies were in control of the money. They gave your money away to someone else even if that someone else was a creditor. It was your money and you didn’t get it and it’s their fault.

The court may decide that they want you to reinstate the company and to reinstate the directors but that’s their decision as to how they handle it.

Customer: replied 7 months ago.
The companies were in control of the money? Did you mean directors?What exactly am I claiming they breached? What is the law they have broken exactly?
Expert:  Stuart J replied 7 months ago.

The company does not have a brain. The company can’t do anything. The directors must have done it.

It’s breach of contract. Breach of five usually duty. Breach of the provisions of the Companies Act for failing to pay the dividend. It’s a debt claim.

Customer: replied 7 months ago.
you meant the directors were in control of the money not the companies? What is “breach of five usually duty”?As stated before the company is dissolved so do I need to reinstate the company first?
Expert:  Stuart J replied 7 months ago.

I apologise for my typo. Voice recognition software.

Fiduciary Duty.

Basically financial duty.

I can only give you my opinion.

Do remember that I can only give you my opinion.

Another lawyer may have a different opinion. Litigation needs at least 2 parties and neither goes to court expecting to lose.

Nonetheless, one of them does, even though they have been told by their respective legal advisers that they have a good chance of success.

If there was a black-and-white answer to every legal problem there would be no need for anything to ever proceed to court.

In my opinion you need to go after the directors and that doesn’t need the company reinstating but another lawyer may want to deal with it in a different way or the judge may want it dealt with in a different way.

I don’t how much money we are potentially talking about or how far it is therefore worth investing some money in barristers settling the proceedings.

Customer: replied 7 months ago.
Ok so “go after the directors” - how? What exactly do I do?
Expert:  Stuart J replied 7 months ago.

You sue the directors personally for misfeasance in office and for your financial loss. This is about as much do yourself job as open-heart surgery. I don’t how much money is potentially involved.

If you could help me now please, in the way that I have helped you, I would be obliged if you could please use the rating service because that gives payment for my time and expertise here today.

If anything else crops up, we can still exchange notes. The thread doesn't close.

Kind regards.

Customer: replied 7 months ago.
I can sue them even though they are no longer directors and the company is dissolved?
Expert:  Stuart J replied 6 months ago.

If someone commits misfeasance in office, they don’t escape liability by simply resigning

Customer: replied 6 months ago.
Hi, I would love to finish and rate you but I don’t feel like i have the answers. Please explain exactly what to do.
Expert:  Stuart J replied 6 months ago.

You have to issue court proceedings against the directors personally. It’s as simple as that.

You don’t have experience of court proceedings, then depending on the amount involved, you might want to get a barrister to settle the proceedings because if you are successful you will recover those costs.

Customer: replied 6 months ago.
Thanks but ‘issue court proceedings’ has a really wide remit?
Expert:  Stuart J replied 6 months ago.

How much money are you owed?

Customer: replied 6 months ago.
I don’t know yet, I need to study their accounts - all I am asking for is information but they won’t give me it
Expert:  Stuart J replied 6 months ago.

Thank you. Start then with an application for pre-disclosure of the accounts.

You make the application against the directors personally.

The correct form is N208 as you will need a witness statement in this format: https://www.justice.gov.uk/courts/procedure-rules/civil/standard-directions/general/witness-statements

It is the same form and witness statement format for the eventual proceedings.

As you can see, the forms are mostly blank which is why you need experience in drafting proceedings.

If you have no experience of drafting proceedings, it really is not do it yourself job.

I am not pitching for business in saying that because I couldn’t take this on for you anyway. I’m not in the habit of lining lawyer’s pockets either but if you are talking about a lot of money being at stake, this is not something that you should be doing yourself. Not if you want the best chance of getting your money. If you had a Rolls-Royce, and you scratched it, you wouldn’t DIY the paint job to save a few quid.

Customer: replied 6 months ago.
Thanks, ***** ***** your comments on this article stating that misfeasance claims are brought by the Company not shareholders: https://www.franciswilksandjones.co.uk/cms/document/FWJ_Misfeasance_10_FAQ_s.pdf
Expert:  Stuart J replied 6 months ago.

Your claim does not fit that profile. Whilst your claim is not unique, it is unusual. This is not an appropriate article for you. As the thread is now 10 days old and you have not given me a rating, I’m afraid it is uneconomical for me to continue to reply for the nominal fee which I would get paid. I hope you get this sorted. Kind regards

Customer: replied 6 months ago.
sorry I won’t rate you at all as I don’t like giving bad ratings. You just haven’t answered my question. I cannot find anything that says I can bring a misfeasance claim as a shareholder, please correct me with the legislation and I will humbly bow down and give you 5 star rating?
Expert:  Stuart J replied 6 months ago.

You are not actually the stage yet of even considering court proceedings because the company may not have declared a dividend and hasn’t declared a dividend, then your claim is £0.

So before you even get to issuing proceedings, you need the accounts so your application is against the directors personally at this stage for disclosure of the accounts

Customer: replied 6 months ago.
No, my application is against THE COMPANY to disclose the accounts. The Directors only worked for THE COMPANY which is a separate legal entity. Im going to ask for my money back on this. I've sorted it without you.
Expert:  Stuart J replied 6 months ago.

The company has no money. It is in liquidation. Reinstating the company will not magically give it money. However as you have now resolved this, I shall opt out.

Expert:  Jamie-Law replied 6 months ago.

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

Just to be clear, you dont need assistance?