Not sure if anyone can help, and this might be long...
DP purchased business premises last year and got the keys in September, purchased with a business partner (long term friend of 10 years plus).
Premises were financed by half mortgage and half loan from business partners mother. Mortgage is in the name of the Ltd Company they set up together. Fast forward to now and DP really wanted to get cracking with building the business up (we have had no income for a year due to Covid and a delay in getting keys to the premises) There was a robust business plan in place (general repairs garage) but this has been deviated from as business partner wanted to focus on decorating the building first and was insistent the business wouldn't open until the premises were all painted and the floor tiled ready to go. Realistically, this should have taken a few weeks, but they started trading on 5th October and have been having cars come through for service and repairs since then - enough to just about cover the mortgage and overheads, but not enough to build a buffer to allow the purchase of materials to decorate to the standard the business partner requires or take a wage.
So 5.5 months later, the building still looks the same etc and DP has been forced to find alternative employment - we were getting very close to choosing whether we paid the rent OR the bills as we couldn't afford both on just my income - our savings are now non-existent having used them to sustain ourselves.
The business partner, it seems, only ever needed DP to secure a mortgage, he couldn't do it on his own.
DP has written, with advice from a solicitor, a without prejudice letter and said he wishes to sell his shares to the business partner, and upon doing so will resign as a director and walk away. Business partner has ignored this (we now know he has a habit of ignoring legal stuff which we didn't know before).
DP has 25% share in the Ltd Company, business partner has 75% share. We cannot afford to go down the solicitor route as we already know that a legal bill will outweigh anything we are likely to recoup from the business. There are two financial charges relating to the business, and both against the company name, nothing against DP personally. If he resigns as Director, he will no longer be financially liable for anything - but we really want to be reimbursed for the shares - he has worked 14-16 hours a day for over 5 months prepping this place etc, received no wage from it and is really fed up that it looks like he will get nothing.
Does anyone know where we go next? Can he just sell his shares to anyone who will by them, or transfer them to someone who will be a royal pain in the backside to the business partner?
The shares were never linked to the director at set-up - something the business partner has tried to push through on a special resolution since this all happened - but we have refused as a board meeting was not called and there were no details provided prior to it.
At the moment we are thinking that DP just resigns as director to ensure his financial liability is removed, and in doing so, ensures a copy goes to the bank - this will likely cause the bank to ask for the mortgage to be repaid and then taken out in the remaining director name only - which we know he cannot do as he hasn't got the funds to do this.
Any advice greatly appreciated.