Ltd Company Woes

Author
Discussion

kashn

Original Poster:

194 posts

203 months

Friday 10th November 2023
quotequote all
3 of us set up a plc company in October 2022.
Had a very slow start and one of the other directors tried to do a quick bucks deal that went wrong resulting in us losing money. As a result, we had a fallout and he was asked to resign as a director which he did in January.
He originally had 45% of the shares and today we got an email saying that although he resigned as a director, it doesn’t affect his 45% ownership of the company and that that the confirmation statement we posted on companies house is invalid.
I’m obviously worried about this and wondered if anybody could give me some insight into this.
Not appointing noted an accountant yet as I wanted to keep costs at a minimum.
Tia for help

Percy Cushion

1,187 posts

227 months

Friday 10th November 2023
quotequote all
I expect he’s right, just because he’s no longer a Director doesn’t mean he’s not a shareholder.

I suggest you offer to buy his shares, if he declines, seek the advice of an accountant.

darreni

3,999 posts

277 months

Friday 10th November 2023
quotequote all
Your retired Director is correct. The share ownership is a separate issue. Your mem & arts will clarify the position.
I would suggest professional legal advice.

Also note you cannot pay yourselves dividends without paying him the same.

Edited by darreni on Friday 10th November 23:06

stuthemong

2,401 posts

224 months

Friday 10th November 2023
quotequote all
Easiest thing would be to close that business and start again, but not if it has assets or cash.

If you and other shareholder are in agreement you can effectively dilute him out by granting yourselves more shares in the company and playing silly games like that, so his position isn’t massively strong IMO, but he may think it is.

Buying him out is quick and easy if he’s reasonable.

Would need more details to work out best way fwd, but whatever- sort this sooner rather than later, more value in the business the worse the problem gets!

StevieBee

13,571 posts

262 months

Saturday 11th November 2023
quotequote all
What is written in the shareholders agreement that covers this situation?

kiethton

14,071 posts

187 months

Saturday 11th November 2023
quotequote all
stuthe said:
Easiest thing would be to close that business and start again, but not if it has assets or cash.

If you and other shareholder are in agreement you can effectively dilute him out by granting yourselves more shares in the company and playing silly games like that, so his position isn’t massively strong IMO, but he may think it is.

Buying him out is quick and easy if he’s reasonable.

Would need more details to work out best way fwd, but whatever- sort this sooner rather than later, more value in the business the worse the problem gets!
Yep or B shares which are entitled to a dividend and not the A shares etc

MaxFromage

2,148 posts

138 months

Saturday 11th November 2023
quotequote all
stuthe said:
Easiest thing would be to close that business and start again, but not if it has assets or cash.

If you and other shareholder are in agreement you can effectively dilute him out by granting yourselves more shares in the company and playing silly games like that, so his position isn’t massively strong IMO, but he may think it is.
Incredibly bad advice I'm afraid. Anything done to impact the shareholders 45% shareholding would cause massive issues if it is taken down the legal route.

MaxFromage

2,148 posts

138 months

Saturday 11th November 2023
quotequote all
kiethton said:
Yep or B shares which are entitled to a dividend and not the A shares etc
Again very bad advice I'm afraid. The best route is discussion/negotiation.

The OPs first mistake was not getting an accountant. He needs one now along with a solicitor.