I recently went into business with someone, we were both Directors and 50% shareholders of a total 100 ordinary shares in the business. The shares are worth £1 each but the company itself isn't really worth anything as it isn't doing anything. They set up the business and I did not have much knowledge on how this was done from their end. Due to an internal dispute, they resigned as a Director and initially I thought they also left as a Shareholder as well transferring all their shares over to me (based on email correspondence I had with them at the time).
I then took them off as a PSC based on the information I had available to me at the time, and was not going to submit a confirmation statement until October when it was due (I spoke to Companies House and sought their advice on this). Unfortunately this does not seem to be the case any longer and as far as I am now aware based on information given to me from a third party who is still in contact, they are still a 50% Shareholder but I still do not know for certain, only hearsay. Partly because I still have their shares certificate so I'm unsure as to whether they actually have any shares or not as I have not heard from them since they last intended to transfer all shares to me.
I have tried contacting them but they are now ignoring me and I have absolutely no idea what to do. Anyway, assuming they ARE still a Shareholder which I now believe to be the case since I received no documentation etc, I want out of all this but I don't see how I can possibly get out of this easily.
I can't close down the company because I need the approval of 75% of shareholders, I can't transfer my shares to them because I need their signature and I can't issue new shares to outvote them because I need their approval to issue them as a Shareholder. I am literally screwed by this and only have until October this year until as a Director I need to file accounts.
Now this doesn't bother me at all in the slightest providing I can sort the Shareholder issue out, because I can resign as a Director whenever I want since I now have the Companies House login. However this would leave the company itself in breach of the Companies Act 2006 because there would be no other Directors, and I want to resign as a Shareholder before I resign as a Director to avoid me being in any legal position to appoint a new Director to this business.
I want out of this business now but I have no idea what to do. I've heard talk about a "Share buy-back" where my own shares can be bought back by the Company itself so I am out. How would this work exactly, what would I need to do? I can't afford a long civil process in the courts under any circumstances because I simply do not have the money available (they do). Are there any other options avilable to me to try and get myself out of this mess? Am I just overinterpreting everything here or is it really this complicated?