Hi I have been a director and 50% equal shareholder in a company for the,last 6 years. company has not been doing well this year and is cash flow insolvent. I requested that we put comoany into examinership or try to get bank funding. Company is behind on payments to revenue and creditors. Debtors are not paying on time and some are on payment plansSo we had some disputes with me deciding that business can not survive without loan or examinership. So we had an aggrement that other director would give me letter of termination and I letter to him of resignation and control of powers back to him. As he believes he can trade through it, where I dont and see it reckless. I have not received p45 from him so unable to claim benefits while deciding my next move. B10 form has not being sent into cro. Also we agreed that I would keep car and phones to christmas. Now he is looking for them back, plus I received no salaey this month. My sister also worked in the company and like me she was terminated same time, again no pay but did get p45 and ni redudancy documents.So due to me trying to protect myself and give the company a good chance it sems I have been a fool. As written agreements to keep car, follow on with p45 and pay and redudancy has not happened.Also locks changed on business,question if company is liquidated down the line am I protected .Personal gurantee giving to bank over draft I presume I am not libel . Also now he is blaming me.for the state the company is in.... Easy to throw mud when not there, so can I go back as no b10 giving to cro no salary paid and deal in exut vroke. I was not looking for buy out as said above comoany needs to go into examinership and he refused, so all looking for is pdf and months salary and to jniw if I done right thing.....PaulSorry if some words mis_spelt as on mobule application and hard to type
Country relating to Question: Ireland
Just emails and calls getting no response accept asking for car bacj and blaming me...
1. At the outset, you should have got legal advice before you negotiated your exit from this limited company. In seeking an exit, you failed to negotiate your release from the most important matter of all - your personal guarantee given in relation to the company. You now have all the liabilities of the company trading being placed on your whilst you can have no salary or management input. Accordingly, I would advise you at this stage to get a solicitor to act on your behalf and get a release from the guarantee you have given and get the matters in relation to the CRO sorted out. Once you have resigned from your position as director, there is a procedure under the Company Law Rules whereby you can get your name removed at the CRO irrespective of whether the company Secretary is filing the B10 Resignation of a Director form with the CRO. However, it is your position concerning the guarantee which is critical.
2. Secondly, be aware that once you have left the management of the company you have no right to use phones or a car subsequent to the your exit. Additionally, unless you are employed there, you have no right to a salary. However, you do have a right to statutory redundancy. Same with your sister. Finally, if you have a large shareholding you may be better off at this stage to simply present a petition to wind up the company or seek winding up on just and equitable grounds or on the basis of lack of insolvency.
3. Well, redo the form B10. However, regardless of whether the bank is willing to work with him, you should not be on the hook for any trading the company will do in the future. However, it is possible to remedy the situation at the CRO. However, you should get legal advice and rework the exit plan. Remember that your guarantee on the overdraft will only be removed with the consent of the bank. You may find without your support, the bank may not be willing to work with your former shareholder/director.
Thanks Buachail I will do that and apprecaite your comments.
Barrister 17 years experience
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