Desperate situation- Legal advice

[Woahbodyforrrrm]

Hi,

Firstly, please don't tell me my DH has fucked up as we both know it.

I should also start by saying I fully intend to get advice from a solicitor but have to convince my DH that it's worth it. He is scared that we cannot possibly go up against his business partner and come out of it without being ruined. I'm hoping to show him there is hope. He is on the verge on a nervous breakdown and as he has high blood pressure I'm seriously worried that he will have a stroke or a heart attack due to the stress of the situation. We are also living with my diagnosis of an incurable cancer and have 4 young children. We can't take much more.

So last year my DH set up a limited company (building company) with a 'friend'. This friend is a multimillionaire and seemed to want to help us improve our financial situation (mainly impacted by my situation and the effect it's had on my work and income). Things have recently gone very sour for reasons we genuinely can't fully understand but know that his business partners witch of a daughter is instrumental in causing.

My DH is very (too) generous and has worked at this mans personal property every Saturday for 18 months without charging him a penny due to him being a good friend. My DH is also extremely gullible and from day dot never got any of the paperwork he signed looked over by a solicitor, nor did he get anything in writing to say that he has paid for half of some of the companies assets (3 vans, a digger and a few other valuable items) we have asked for proof that these have been registered in the company name but still haven't been given it. We have reason to believe the vehicles have been registered in the other mans name. His business partner has frozen the company account (probably just my DHs card) and furthermore, we were never even given access to the online banking. I'm fully aware of how stupid naive he's been trusting someone so implicitly so please don't tell me this. We have had unbelievable rows over the last 18 months about the lack of access and paperwork but I'm now at the point where I'm so worried for his health that I can't get angry at him anymore.

We just need to get out. The man's daughter who has been instrumental in stirring up a problem, has told my DH that she is charging items to the company account for items which she wants for her flat which for some unknown reason she expects my DH to pay for. He has already forked out for some of her demands but is now refusing to give her anymore money. I think he wanted to try and salvage the friendship but now sees that this will not happen.

I need to know whether we can dissolve the company without both parties agreeing as I believe his business partner is a narcissist and wants to see us suffer (more then we already are). I also need to know how to get the bank account shut down which again we have no paperwork for or even a bank card with the details on.

I've been trying to stay level headed about it but I'm so fed up of seeing him so depressed when he works so hard 6 days a week that I just need to help him find a way out. I have my 3 monthly scan next week which is always an tense time and I feel like he is about ready to fall apart.

Has anyone got experience of a limited company going sour when there is another partner involved? And what type of solicitor we need to speak to?

Sorry it's so long and if anyone can offer any advice I would really appreciate it!

I don't have advice but you might be better over on the legal board

I'm so sorry to hear of your diagnosis, I hope you manage to get things sorted

Agree, ask to be moved to Legal.

With regard to the vehicles the Registered Keeper is not necessarily the legal owner.

Thanks, I've requested that now! I couldn't find the legal board so wasn't sure if it existed.

Thanks again

Has he any money invested in this business? Does he have a share registered in his name? Is he registered as a company director?

Hi,

Sorry to hear about all this- it must be a very tough time for you all at the moment.

I'm just wondering if it's worth contacting the citizen's advice bureau? They may be able to point you in the right direction and see if there is any legal aid avaliable?

@SoddingWeddings

Has he any money invested in this business? Does he have a share registered in his name? Is he registered as a company director?

Yes he has money invested and all the profit for the jobs go into this account that he can't access.

He is down as a company director as well as the other man.

@Wildflower2021

Hi,

Sorry to hear about all this- it must be a very tough time for you all at the moment.

I'm just wondering if it's worth contacting the citizen's advice bureau? They may be able to point you in the right direction and see if there is any legal aid avaliable?

That's a good idea, I think I'll give them a call today and see what they say! I think my head is so all over the place atm that I didn't even think of CA, thank you 😊

Has he spoken to the accountants that handle the company accounts? If he doesn’t know who they are and they don’t do his tax return already then they may be listed on companies house as the registered office address. Goggle it and see if it comes up with an accountancy firm at that address. As a director he’s entitled to certain information. They should be able to confirm if the vehicles are listed as assets of the company and may also be also be able to suggest how he proceeds. It’s worth ensuring they are aware there is a dispute.

Citizens Advice will only be able to point you in the direction of local solicitors - they don’t do business advice.

What is it that you want to achieve? As a director of the company he will be able to call a directors meeting - who is the company Secretary, that’s the person who should convene the meeting properly. If he just wants to walk away from the company (as opposed to getting some kind of financial settlement) he can use resign as a director - again the company secretary’s job is to do the relevant paperwork to achieve that. But to get some money back is a far more complex issue abd you need to get a good commercial solicitor to advise. You can contact the Law Society to find a suitably specialised solicitor in your area.

There's no requirement to have a company secretary any more (though you can have one) - directors are responsible for the paperwork

My first port of call would be Companies House - look the company up, download the documents - the incorporation documents (should say, amongst other things, how a director goes about leaving), and recent accounts (should give the name of the accountants). This should give you some information to get started with.

find-and-update.company-information.service.gov.uk

Does he own any shares in the company? That is the critical matter. What is meant by an “investment” here?

Unfortunately company law is very complex. He has no right to take money from the company bank account for himself even if he is a director nor does the daughter of the other director. Is he employed by the company?

It is certainly possible to dissolve the company either as a creditor or a shareholder but we need more information to see what the possibilities are.

Hope you get it sorted op.

Wow there's been some really useful responses here, thanks so much!

Ultimately, with all the stress this is causing us, at this point I feel like we're happy to just walk away without any of the vehicles etc as my DHs health and happiness is more important. Our biggest concern is getting the company dissolved. My DH has a 50% share in it.

I am going to go away and try and find out the accounts details via companies house!!

Thank you all so much for your input, I don't feel like I'm stumbling around in the dark as much today

Your first post of call is the companies house website to check how the company is owned and registered and what its Memorandum and Articles of Association say. With these documents you can work out how to dissolve the company and liquidate its assets (if you want to do this).

If you don't care about the money you can just walk away with no further liability by just resigning as a director. I have done it myself when I had a bad falling out with someone I owned a company with.

You just fill in a form that you can download from Companies House and send a letter saying I resign as a director on x date at x time. Then you have no further liability. If your name is not on any bank accounts or rental agreements etc then in a way it makes it easier.

You can resign as director and still keep the shares or you can just give them back too.

Getting money back would be a lot harder. My former partner voluntarily gave me my investment back once I had resigned as long as I agreed to sign my shares over to him (probably less than I was entitled to but it at least put me back where I had been). Up to that point he was not engaging with me and ignoring me so officially resigning had some effect.
I guess he gave me the money because he felt the business still had value and wanted to run it without me. If he hadn't though then the shares would have been worthless anyway and so I would have got nothing back.

Please contact Business Debtline for advice OP. You're not the first people to be manipulated by a business partner, they won't judge but can advise on the formalities of ending the relationship.

www.businessdebtline.org/?gclid=EAIaIQobChMImqfUoIam8gIVSNTtCh3WTAomEAAYASAAEgIpqvD_BwE