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Hello. I am Ed, a Solicitor qualified in England & Wales with over a decade’s experience in the legal profession advising clients.
I specialise in Commercial Contracts, Business Transactions, Employment, Dispute Resolution, Personal Injury and Road Traffic Law and shall be reviewing your legal problem today.
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I am sorry for the situation that you find yourself in with a co-shareholder. This is a very common predicament when business partnerships turn sour.
Unless you had in place bespoke Articles of Association and a Shareholders Agreement with Good/Bad Leaver and Tag/Drag Along provisions to force a Resolution for the minority shareholder to compel their shares back to the company, the only way you are going to break the deadlock is by filing for a Court-ordered Compulsory Liquidation that the current situation is contrary to the best interests of the company and a breach of the Companies Act 2006 and it is fair, just and reasonable in all the circumstances that the company be wound up so that you and the other shareholder receive something back from the business for your efforts and investment.
However, if the company has no funds and there are no other creditors, you may wish to apply for a Voluntary Strike-Off from the Companies House Register, or simply fail to file your Annual Return and leave it to the Registrar of Companies to take Compulsory Strike-Off action.
The only caveats I need to warn you about with the Strike-Off action, is that it may damage your business reputation if other prospects see that you were a director/shareholder of a Struck-Off company from your entry on Companies House and if there are any cash and assets in the company, these will go bona vacantia to the Crown and will not be distributed to the shareholders.
I hope this resolves your enquiry. Please revert to me if you require any clarification of my answer to your question and I shall be delighted to assist.