Discussing UK law. Links: swarb.co.uk | law-index | Acts | Members Image galleries

Ltd Company questions

Ltd Company questions

Postby BoJangles » Tue Nov 08, 2016 1:36 pm

Hi all, hope you are all well!

Unfortunately I have a few questions regarding a small limited co.

1. Director and Company Secretary, both 50% share holders, business very successful but constant disagreements. Director constantly threatens to close business when we disagree.

a: I have read that it takes a 75% vote to close a 'successful' business?
b: If director up and leaves does this not put the director in breach of his duties under the Companies Act and legal action can be taken by CS?

2. Is a director of a limited company liable to repay company loans (dividends that were due to CS) If company is closed?

Thankies
Note: I am not a lawyer...just learnt a fair bit on that hideous road called litigation
User avatar
BoJangles
 
Posts: 523
Joined: Thu Nov 15, 2012 7:34 pm
Location: Lost in Paperwork

Re: Ltd Company questions

Postby diy » Tue Nov 08, 2016 1:56 pm

I don't have answers - apart from welcome back.

One thought - how exactly will he close the company without the cooperation of the other?

It sounds like these 2 need to get around the table and decide who is staying and who is leaving and what value the share is.
My suggestions are not legal advice
User avatar
diy
 
Posts: 2573
Joined: Fri Nov 02, 2012 10:06 pm

Re: Ltd Company questions

Postby shootist » Tue Nov 08, 2016 1:58 pm

If Director and Company secretary are married to each other then I'd recommend a suicide pact.
"I do not agree with what you say, but I'll defend to the death my right to be offended by it."
User avatar
shootist
 
Posts: 3536
Joined: Sat Aug 10, 2013 9:40 pm

Re: Ltd Company questions

Postby atticus » Tue Nov 08, 2016 2:12 pm

Hi BJ, long time no see!

1a. A special resolution (75%) is required to put a company into voluntary liquidation.
1b. The company is in an impossible position if its sole director resigns. Why aren't they both directors?
2. No.

Time to see a good solicitor. Or to lock these two in a room on their own until they reach an agreement.
User avatar
atticus
 
Posts: 19699
Joined: Sun Nov 11, 2012 2:27 pm
Location: E&W

Re: Ltd Company questions

Postby dls » Tue Nov 08, 2016 2:23 pm

Very, very welcome back.

If it is successful, bring someone else in?
David Swarbrick (Admin) dswarb@gmail.com - 0795 457 9992
User avatar
dls
Site Admin
 
Posts: 12192
Joined: Thu Nov 01, 2012 1:35 pm
Location: Brighouse, West Yorkshire

Re: Ltd Company questions

Postby BoJangles » Tue Nov 08, 2016 3:09 pm

diy wrote:I don't have answers - apart from welcome back.


Thankies, you organise the party and I will bring the booze ;)

diy wrote:One thought - how exactly will he close the company without the cooperation of the other?


Thats what I thought but as I have now matured somewhat, thought I would exclude the female terrettzzzzzz

diy wrote:It sounds like these 2 need to get around the table and decide who is staying and who is leaving and what value the share is.


If you remember the film the war of the roses then you will understand being in the same room is not possible so finding a table is not going to work lol

shootist wrote:If Director and Company secretary are married to each other then I'd recommend a suicide pact.


Not married but think murder has crossed minds but the life insurance policies ran out :cry: :lol:
Note: I am not a lawyer...just learnt a fair bit on that hideous road called litigation
User avatar
BoJangles
 
Posts: 523
Joined: Thu Nov 15, 2012 7:34 pm
Location: Lost in Paperwork

Re: Ltd Company questions

Postby BoJangles » Tue Nov 08, 2016 3:20 pm

atticus wrote:Hi BJ, long time no see!


It is in deed, 4 1/2 years of lies laughter and litigation and now working on the 4 1/2 years that followed litigation...love lies and tears :oops:

atticus wrote:1a. A special resolution (75%) is required to put a company into voluntary liquidation.


ok *thumbs up*

atticus wrote:1b. The company is in an impossible position if its sole director resigns. Why aren't they both directors?
2. No.


Company started 2004, dont know why both are not directors, just panned out as D and CS but either way, CS well and truly stuffed then

atticus wrote:Time to see a good solicitor. Or to lock these two in a room on their own until they reach an agreement.


My response to DIY still stands :lol:
Note: I am not a lawyer...just learnt a fair bit on that hideous road called litigation
User avatar
BoJangles
 
Posts: 523
Joined: Thu Nov 15, 2012 7:34 pm
Location: Lost in Paperwork

Re: Ltd Company questions

Postby BoJangles » Tue Nov 08, 2016 3:32 pm

dls wrote:Very, very welcome back.


Thank you! not sure you mean it though :lol: but at least I am not in the litigation section this time, soooooo stressful that section but hey, lessoned learned by me and I actually feel quite comfortable in a court now lmao

dls wrote:If it is successful, bring someone else in?


Cant, D has special skills that means D gets head hunted which brings in the wages and profits. The accountants haven't helped tbh by addressing everything to D so CS has never seen certain documentation.

Q: If D resigns and co. closes, can D re-open same company minus CS or would D have to start new Co.?
Note: I am not a lawyer...just learnt a fair bit on that hideous road called litigation
User avatar
BoJangles
 
Posts: 523
Joined: Thu Nov 15, 2012 7:34 pm
Location: Lost in Paperwork

Re: Ltd Company questions

Postby atticus » Tue Nov 08, 2016 3:36 pm

Tell them that if they would really rather spend lots of money on lawyers than sort this out, I won't complain.

Does this company have assets? Or can they each just walk away and carry on doing their own thing without the other?
User avatar
atticus
 
Posts: 19699
Joined: Sun Nov 11, 2012 2:27 pm
Location: E&W

Re: Ltd Company questions

Postby BoJangles » Tue Nov 08, 2016 4:31 pm

atticus wrote:Tell them that if they would really rather spend lots of money on lawyers than sort this out, I won't complain.

lol well D could afford one atm but CS skint lol

atticus wrote:Does this company have assets? Or can they each just walk away and carry on doing their own thing without the other?


yeh but the usual crappy assets that mean nothing to CS really. Can each walk away, hmm, CS would be well and truly stuffed and if D were to carry on doing D's thing then he might be stuffed :?

Dividend tax treated as a couple so lower tax percentage on both sides atm. If co. closes and D continues solo, D would be taxed at 45% so a lot worse off than the current state of play, also confirmed by accountants.

CS did lose the plot a few weeks ago and texted D out of anger and frustration. D did respond and said either close the business or CS could run it (amongst other things) but CS cant see this working if D could never listen to CS in the past let alone the future and it will only take another argument over the business for the threat of closure to come again hence my return to swarb and questions.
Note: I am not a lawyer...just learnt a fair bit on that hideous road called litigation
User avatar
BoJangles
 
Posts: 523
Joined: Thu Nov 15, 2012 7:34 pm
Location: Lost in Paperwork

Next

Return to Company Law

Who is online

Users browsing this forum: No registered users and 1 guest

cron