I currently act for a small Ltd Co owned 70% by Mr A and 30% by Mr B (its two directors).
There has been a dispute, and Mr B has walked away to set up a competitor business.
The Company is marginally insolvent and Mr B owes the Company £3k. The Company makes marginal profits year on year, but certainly not 'super profits'.
Mr B is refusing to sign over his shares at par value to Mr A and is looking for £20k. Mr A has approached me for advice on what to do next.
As fars as I can see :-
- Mr A cannot force Mr B to sell his shares
- Mr A cannot put Co into Liquidation as 75% majority required for special resolution
- Mr B is entitled to 30% of future distributable profits
For the time being, Mr A has increased his salary in the company and cancelled any dividends.
Can the Company create a dividend-only alphabet share which vests only in Mr A?
What is the best way of dealing with this situation?
- Shutting down a company with creditors 834 11
- Private Residence Election for CGT purposes 245 4
- Any Scottish members out there? 6,905 257
- Artificially reducing profits by bonus accrual 215 10
- business card address 58 3
- Can anyone recommend a good document scanner? 81 5
- Expenses of overseas employment 77 1
- Tax implications for client leaving share incentive plan 67 2
- Standard 'email' template system 729 11
- New Client in dispute with old accountant 151 2
- Starting as sole trader from abroad 119 5
- VAT Romania - how to register 192 4
- Donations (to a school!) 179 5
- Repairs after a rental business ends 199 6
- Am I allowed Rent A Room Relief? 484 10
- Beaters and allowable exenses 152 2
- Family loan 276 7
- FL Memo - Any Good 485 8
- 50% Shareholder & Director stealing money from the business 337 8
- Looking for subcontract work! 299 5
- Raiders of the Lost Tax File 1,093
- Chartered Accountant in County Down N.Ireland 358
- IPP (International Pension Plan) income 296
- National Insurance 260
- valuation of intangible asset FRS10 and FRS20 231
- Joint construction arrangement CIS and VAT 231
- Payments on account coded out?? 218
- Cass 5 FCA Client Money Software recomendation 215
- Non Resident 177
- Franchise income and costs 169