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Debra, Lawyer
Category: Canada Law
Satisfied Customers: 98971
Experience:  Lawyer
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I am having some issues with my business partner and was

Customer Question

I am having some issues with my business partner and was hoping to have some advice to see if I can pursue a legal remedy1. I have an issue that involves employment and corporate matters.2. I was the minority shareholder (25%), director, and employee of a corporation.3. The corporation terminated me September 30th, 2016 without paying the bonus owing, whilst I was in hospital after a major surgery4. The majority shareholder and other director of the corporation has said he wants to wind up the corporation.5. I want to obtain the bonus from the corporation, but do not want the other shareholder to evacuate all the money out of the company.6. The corporation is likely owed money by the majority shareholder or one or more of his companies.Questions1. Can the majority shareholder/other director wind up the corporation? Can I stop it?2. Can I register my claim against the corporation so that the majority shareholder has to put up money to show he can satisfy the corporation's creditors (i.e. me)3. Where a bonus is paid partly on discretion, can a corporation pay a bonus to all other employees except for me? With no problems with performance?4. What steps would I need to take immediately to stop winding up of the company/loss of all its money to other companies?5. My business partner has refused to provide the financials and other information for 2013, 2014,2015, 2016 – is there anything I can do?It’s a mess but would like to know if there is anything that can be doneMany ThanksKevin Brookes
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Customer: Alberta Canada
Submitted: 6 months ago.
Category: Canada Law
Expert:  Debra replied 6 months ago.

Hello! My name is***** you for your question. I'm reviewing it now, and will post back again shortly.

Expert:  Debra replied 6 months ago.

Do you have an employment contract?

Do you have a shareholder's agreement?

I will have more questions once I first hear the answer to these.

If there are these contracts if possible can you get them out before you reply back?

There is no rush on my end.


Customer: replied 6 months ago.
I have an employment contract - was terminated with the notice describedYes I have a share holders argreement
Expert:  Debra replied 6 months ago.

But were you dismissed because you were in the hospital on leave or for another reason such as he wants to wind up the corporation?

What does the shareholder agreement say about what happens if one person wants to wind up the company?

Customer: replied 6 months ago.
I think it was an excuse whilst i was out of the way - I received the letter on my hospital bed saying i was terminated and he was going to wind up the company by Dec 31st 2016He is the majority shareholder so essentially he can do that -
Expert:  Debra replied 6 months ago.

But is that what the agreement says?

It said that the majority shareholder can wind up the corporation at any time, for any reason?

Are there assets?

Customer: replied 6 months ago.
I dont have the agreement at handThere was a substantial payable from another of his companiesIs it possible to answer the questions I sent please - thanks
Expert:  Debra replied 6 months ago.

I will answer now but some cannot be answered properly without knowing what the shareholder agreement says:

1. I don't know. That is why I need to know what the agreement says. There will be a lot in the agreement about this but you need to have it and likely need a lawyer to read it for you as it will be complicated.

2. You can send him a demand letter today threatening to sue the corporation and if necessary him personally if he removes assets from the corporation without paying you.

3. It depends on what your employment contract says and also whether you earned it already but have not been paid it yet. If you were treated differently it would be grounds to quit and sue for constructive dismissal so you would not be entitled to the bonus but would instead be awarded termination pay.

4. I don't know as I don't know if you can stop the wind up as discussed in 1. but you should send the demand letter at once.

5. Yes. He was obligated to and should do so now. To force him you would first have a lawyer make the demand (perhaps making the claim for the bonus etc at the same time) and then get a court order if necessary.

So bot***** *****ne here, you need to get the contracts and sit down with a lawyer face to face at once or you are likely not going to get what you are entitled to. This guy is dishonest if he had not shown you the financials all this time. He is unfair because of the bonus. He is unethical as he dismissed you when you were in the hospital. He cannot be trusted and you need help.

Does that help as a starting point?

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