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Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. Do you know what the quroum is for a shareholders meeting? Does the company use the model articles? Do you hold a debenture over any of the company assets? I won't be online all day so please do not be concerned if you do hear from me right away. Kind regards AJ
Thank you. This is a difficult situation because in order to have quorum at general meeting under the model articles you need both members to attend. The other individual is also refusing to sell the shares to you and only wants the company wound up. Would it possible to consider allowing the winding up and selling the assets and business as a going concern to a newly formed company?
Hi, Thank you. The advantage of this headache is once the company is dissolved you are free and clear from the partner, and can pursue the clients without restriction. Just thinking outside the box have you ever conducted business by written resolution? The only problem with this is you cannot sack directors by resolution. Even though you own 51% of the company it is essentially deadlocked, because you cannot force him out and you cannot force him to sell his shares - therefore if you carried on the business in this company you would end up doing it for his benefit.
Hi, Thank you. This would technically be possible but the shares are a company assets and would need to be transferred for proper value. Would you be able to place a fair market value on them? Kind regards AJ
Hi, Thank you. I have received this I will review it as soon as possible and revert to you. Kind regards AJ
Hi, Thank you. My apologies for the delay in responding to you. I understand what you are trying to do here, there is nothing controversial about because quite simply if he does not sell his shares, you will not prop up the company. I would explain to him as well that the company will likely have to pay the liquidators fees. The only query I have about sending this is, is the company actually insolvent?
Hi thank you. If you appointed a liquidator you would likely have to pay his fees. If a creditor appointed a liquidator then they would have to pay the fees. Your summary is reasonable which is you are saying to your partner (1) you cannot lawfully trade a company knowing it is insolvent without incurring personal liability (2) you will not prop up the company while he is a shareholder. The ball is In his court. What you be prepared to pay anything above par value for the shares? Kind regards AJ